Common use of Conditions to Obligations of the Company Clause in Contracts

Conditions to Obligations of the Company. The obligations of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated under this Agreement shall be further subject to the satisfaction or waiver by the Company at or prior to the Effective Time Closing of the following conditions: (a) The representations and warranties of Parent and Merger Sub contained set forth in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Date as though made at on and as of such time date, except as contemplated by this Agreement or where the failure of such representations and warranties to be so true would not prevent Parent and Merger Sub from consummating the Merger and performing its obligations under this Agreement (or, if unless any such representation or warranty is made only as of a specific date, at and as of in which event such date), except for such failures to be true and correct as would not reasonably be expected to have, individually representation or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 warranty shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and only as of such time (or, if made as of a specific date, at and except as contemplated by this Agreement or where the failure of such daterepresentations and warranties to be so true and correct would not prevent Parent and Merger Sub from consummating the Merger and performing its obligations under this Agreement).; (b) Each of Parent and Merger Sub shall have performed in all material respects the obligations, and complied in all obligations material respects with the agreements and agreements contained in this Agreement covenants, required to be performed by or complied with by it them under this Agreement at or prior to or on the Closing Date.; and (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief an executive officer and chief financial officer of Parent to evidence satisfaction of and Merger Sub, certifying that the conditions set forth in Section 7.03(a), Sections 7.3(a) and (b) and (c)have been satisfied. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect the Merger is also are subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) The representations and warranties of Parent and Merger Sub contained (i) set forth in this Agreement Section 5.1 (Organization and Good Standing), Section 5.2 (Authority), Section 5.6 (Sufficient Funds) and Section 5.12 (Brokers) shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing as though made as of the Closing (without regard except to any qualifications therein as to materiality or material adverse effect), as though made at and as of the extent such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent expressly relate to an earlier date, in which case such representations and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 warranties shall be true and correct in all material respects on and as of such earlier date), and (ii) set forth in this Agreement, other than those described in clause (i), above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Parent Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and at and as of the Closing as though made at as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct on and as of such time (or, if made as of a specific date, at and as of such earlier date)., except, in the case of this clause (ii), where such failures to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement required to be performed or complied with by it under the Agreement on or prior to or on the Closing Date.Closing; and (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received delivered to the Company a certificate of Parent, dated as of the Closing Datecertificate, signed by the chief an executive officer and chief financial officer of Parent to evidence on behalf of Parent and Merger Sub, confirming the satisfaction of the conditions set forth in Section 7.03(a), clauses (a) and (b) and (c)of this Section 7.3. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger Closing is also subject to the satisfaction satisfaction, or the waiver in the Company’s sole and absolute discretion, of all of the following further conditions: (a) Parent and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by the Company Parent or Merger Sub, as applicable, at or prior to the Effective Time of the following conditions:Closing Date. (ab) The representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Parent Fundamental Representations, shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect)Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date), except for any failure of such failures to be true representations and correct as warranties which would not in the aggregate reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties Effect in respect of Parent and or Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 their ability to consummate the transactions contemplated by this Agreement and the Additional Agreements. (c) The Parent Fundamental Representations shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (cd) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, occurred a Parent Material Adverse EffectEffect in respect of Parent that is continuing. (de) The Company shall have received a certificate of Parentcertificate, dated as of the Closing Date, signed by the chief executive officer and chief financial officer Chief Executive Officer of Parent to evidence satisfaction accuracy of the conditions set forth in Section 7.03(aprovisions of the foregoing clauses (a), (b), (c) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(ad) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in this Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion9.3.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect the Merger is also further subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions, unless waived in writing by such party: (a) The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, i) the representations and warranties of Parent and Merger Sub contained set forth in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 this Agreement that are qualified as to Parent Material Adverse Effect or otherwise qualified by materiality shall be true and correct in all respects and (ii) the representations and warranties of Parent and Merger Sub in this agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and at and as of the Closing Effective Time as though made at on and as of such time date (or, if unless any such representation or warranty is made only as of a specific date, at in which event such representation and warranty shall be true and correct or true and correct in all material respects, as the case may be, as of such specified date)., and the Company shall have received a certificate signed on behalf of each of Parent and Merger Sub by the chief executive officer and chief financial officer of each of Parent and Merger Sub to the effect set forth in this paragraph; (b) Each each of Parent and Merger Sub shall have performed in all material respects all material covenants and obligations and agreements contained in this Agreement required to be performed or complied with by it under this Agreement at or prior to or the Effective Time, and the Company shall have received a certificate signed on behalf of each of Parent and Merger Sub by the Closing Date.chief executive officer and chief financial officer of each of Parent and Merger Sub to the effect set forth in this paragraph; and (c) Since since the date of this Agreement, Agreement there shall not have been occurred any event, occurrence, condition, change, development, state development or occurrence of facts or circumstance any condition that has had, had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect the Merger is also further subject to the satisfaction (or waiver by the Company at Company) on or prior to the Effective Time Closing Date of the following conditions: (a) Representations and Warranties of Parent and Merger Sub. The representations and warranties of Parent and Merger Sub contained (i) set forth in this Agreement Section 4.01 (Organization, Standing and Power), Section 4.03 (Authority; Execution and Delivery; Enforceability) and Section 4.05 (Brokers and Other Advisors) shall be true and correct (for purposes of determining the satisfaction of this condition, without regard to any “materiality,” “Parent Material Adverse Effect” or similar qualifications and exceptions contained therein) in all material respects as of the date of this Agreement hereof and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Date as though made at and as of such time date (or, if made as of except to the extent such representation and warranty expressly relates to a specific date, specified date (in which case at and as of such specified date)) and (ii) set forth in Article IV other than those specified in the foregoing clause (i) shall be true and correct (for purposes of determining the satisfaction of this condition, without regard to any “materiality,” “Parent Material Adverse Effect” or similar qualifications and exceptions contained therein) as of the date hereof and at and as of the Closing Date as though made at and as of such date (except to the extent such representation and warranty expressly relates to a specified date (in which case at and as of such specified date)), other than for such failures to be true and correct as that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties ; (b) Performance of Obligations of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations obligations, covenants and agreements contained in this Agreement required to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of under this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated Agreement as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.Effective Time; and

Conditions to Obligations of the Company. The obligations of the Company to effect the Merger is also are further subject to the satisfaction or waiver by the Company at or prior to the Effective Time Closing of the following conditions: (a) The Except as a result of action expressly permitted under this Agreement or expressly consented to in writing by the Company pursuant to Section 5.1, (i) the representations and warranties of Parent and Merger Sub contained in this Agreement Sections 4.1, 4.2, 4.3, 4.19 and 4.20 shall be true and correct as of the date of this Agreement and at both when made and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect)Date, as though if made at and as of such time (or, if except to the extent such representations and warranties are expressly made as of a specific certain date, at in which case such representations and warranties shall be true in all respects, as of such date), except for where the failure of such failures representations and warranties to be so true (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoingEffect on Parent, and (ii) the representations and warranties of Parent and Merger Sub contained in Section 5.01Sections 4.1, Section 5.024.2, Section 5.034.3, Section 5.04, Section 5.05, Section 5.13 4.19 and Section 5.15 4.20 shall be true and correct as of the date of this Agreement and at in all respects both when made and as of the Closing Date, as though if made at and as of such time (or, if except to the extent such representations and warranties are expressly made as of a specific certain date, at in which case such representations and warranties shall be true in all respects, as of such date). (b) Each of Parent and Merger Sub shall have performed performed, or complied with, in all material respects all obligations and agreements contained in this Agreement required to be performed or complied with by it under this Agreement at or prior to or on the Closing Date. (c) Since No Material Adverse Change of Parent shall have occurred since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably Agreement and be expected to have, individually or in the aggregate, a Parent Material Adverse Effectcontinuing. (d) The Company shall have received a an officer’s certificate of Parent, dated as duly executed by each of the Closing Date, signed by the chief executive officer Chief Executive Officer and chief financial officer Chief Financial Officer of Parent to evidence satisfaction of the effect that the conditions set forth in Section 7.03(aSections 7.3(a), (b) ), and (c)) have been satisfied. (e) The Company shall have received an opinion from Xxxxxx of O’Melveny & Xxxxxxx Xxxxx LLP, counsel to the Company, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling such other Tax counsel reasonably satisfactory to deliver Parent, on the basis of certain facts, representations and assumptions set forth in such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, that the Merger will should qualify for U.S. federal income the Intended Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”)Treatment. In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, such counsel may require and shall be entitled to receive and rely upon representationsreasonable and customary representations and covenants, warranties and covenants of including those contained in representation letters signed by officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, Merger Sub. The opinion condition referred to in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in this Section 6.19(b7.3(e) of the Parent Disclosure Letter and Section 6.19(b) shall not be waivable after receipt of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as Shareholder Approval unless further shareholder approval by the Company shareholders is obtained with appropriate disclosure. (f) The date of the date of such opinionClosing and the Effective Time shall not be prior to August 1, 2014. (g) All necessary steps shall have been taken by the Parent to effectuate the governance matters contemplated by Exhibit A.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also are subject to the satisfaction or waiver by the Company satisfaction, at or prior to the Effective Time Closing, of the following conditions:conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the Company): (a) (i) The representations and warranties of Parent and Merger Sub contained in this Agreement that are qualified by Parent Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of Parent and Merger Sub contained in Section 5.05(a) and Section 5.05(e) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of Parent and Merger Sub contained in Section 5.10(b) shall be true and correct at and as of the Closing as if made at and as of the Closing, and (iv) all other representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though if made at and as of such time (or, if made other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a specific date, list) only at and as of such datetime). , except, in the case of this clause (b) Each iv), where the failure of Parent such representations and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement warranties to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall so true and correct has not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Each of Parent and Merger Sub shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing. (c) The Company shall have received a certificate dated as of the Closing and signed by an executive officer of Parent certifying that each of the conditions set forth in Section 9.03(a) and Section 9.03(b) have been satisfied. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an written opinion from Xxxxxx the Company’s counsel, Wachtell, Lipton, Xxxxx & Xxxxxxx LLPXxxx, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling in form and substance reasonably satisfactory to deliver such opinion, from Xxxxx Daythe Company, dated as of the Closing Date, to the effect that, on the basis of certain facts, representations, representations and assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify qualify, for U.S. federal income Tax purposes tax purposes, as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”)Code. In rendering such opinion, Xxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, Xxxx shall be entitled to receive and rely upon representations, warranties and covenants, including representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionCompany.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also will be subject to the satisfaction or (to the extent permitted by applicable Law) written waiver by the Company at or prior to the Effective Time of each of the following conditions: (a) The (i) Each representation or warranty of Parent and Merger Sub contained in Section 4.2 and Section 4.9 of this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation or warranty that is expressly made as of a specific date or time (which needs only be true and correct as of such date or time), and (ii) all other representations and warranties of Parent and Merger Sub contained in this Agreement (without giving effect to any references to any Parent Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall be true and correct in all respects as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein Date with the same force and effect as to materiality or material adverse effect), as though if made at on and as of such time (ordate, if except for any representation or warranty that is expressly made as of a specific date, at and as of such date), except for such failures to date or time (which needs only be true and correct as of such date or time), except as has not had and would not reasonably be expected to have, individually or in the aggregateaggregate with all other such failures to be true or correct, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub shall have performed and complied in all material respects all obligations with the agreements and agreements contained in this Agreement covenants to be performed or complied with by it prior under this Agreement, or any breach or failure to or on the Closing Datedo so has been cured. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of ParentMerger Sub, executed by an executive officer of Merger Sub, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of certifying that the conditions set forth in Section 7.03(a), subsections (a) and (b) and (c)of this Section 6.3 have been satisfied. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger transactions contemplated by this Agreement is also subject to the satisfaction (or waiver by the Company at or prior to the Effective Time Company) of the following additional conditions:. (a) The Purchaser and its Subsidiaries shall have obtained at their own expense (and shall have provided copies thereof to the Company) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as contemplated by Section 4.2, with respect to Governmental Entities, which are required on the part of Purchaser or its Subsidiaries, except for any waivers, permits, approvals, licenses or other authorizations which may be delivered or issued subsequent to the Closing Date pursuant to applicable law, rule or regulation relating to such waiver, permit, approval, license or other authorization by a Governmental Entity; (b) Without regard to any update to the Purchaser Disclosure Letter pursuant to Section 4.5, the representations and warranties of Parent and Merger Sub contained Purchaser set forth in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of Purchaser that are not qualified as to materiality shall be true and correct in all material respects, in each case, as of the Closing Date as though made as of the Closing Date, provided that, to the extent that any such representation or warranty speaks as of a specified date, it need only be true and correct as of the date of such specified date; (c) Purchaser shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement and at and as of or prior to the Closing Date; (without regard to d) No Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would, and there shall not be in effect any qualifications therein as to materiality law order or material adverse effect)regulation that would, as though made at and as (i) prevent consummation of such time the transactions contemplated by this Agreement, (or, if made as of a specific date, at and as of such date), except for such failures ii) cause the transactions contemplated by this Agreement to be true and correct as would not reasonably be expected to rescinded following consummation, or (iii) have, individually or in the aggregate, a Parent Purchaser Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date).; (be) Each of Parent and Merger Sub Purchaser shall have performed in all material respects all obligations and agreements contained in this Agreement delivered to be performed or complied with by it prior to or on the Closing Date.Company the Purchaser Certificate; and (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (df) The Company shall have received a certificate such other certificates and instruments (including certificates of Parentgood standing of Purchaser in its jurisdiction of organization, dated certified formation documents, certificates as to the incumbency of officers and the Closing Date, signed by adoption of authorizing resolutions) as it shall reasonably request in connection with the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)Closing. (eg) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as Board of the Closing Date, to the effect that, on the basis Directors of facts, representations, assumptions and exclusions set forth or referred to in such opinioneach of Osaka Gas Freedom Energy Corp., the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning sole member of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinionPurchaser, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionGuarantor has approved this Agreement.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect the Merger is also shall be further subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent and Merger Sub contained Newco in this Agreement that are qualified as to materiality shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would those not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 so qualified shall be true and correct as of the date of this Agreement and at and in all material respects as of the Closing Date as though made at on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such time (or, if made as of a specific date, at and as of such earlier date); provided that this paragraph (a) shall be deemed satisfied so long as the failure of all such representations and warranties to be so true and correct would not have or would not reasonably be likely to have a Newco Material Adverse Effect; and the Company shall have received a certificate signed on behalf of Newco by an executive officer of Newco to such effect. (b) Each of Parent and Merger Sub Newco shall have performed in all material respects all the material obligations and agreements contained in this Agreement required to be performed or complied with by it under this Agreement at or prior to or on the Closing Date. (c) Since ; and the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate signed on behalf of Parent, dated as of the Closing Date, signed Newco by the chief an executive officer and chief financial officer of Parent Newco to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)such effect. (ec) The Company and its Board of Directors shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or letter referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP 6.11 or Xxxxx Day, as applicable, Newco shall be entitled have provided to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any its Board of their respective Affiliates and Representatives, in each case, Directors from another appraisal firm a comparable letter in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(bCompany. (d) The Listing of the Parent Disclosure Letter and Section 6.19(b) Non-Cash Election Shares shall have been approved, subject only to official notice of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionissuance.

Conditions to Obligations of the Company. The obligations of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effectParent Material Adverse Effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, (i) the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.035.03(a), Section 5.04, Section 5.05, Section 5.13 5.10(b), Section 5.23, Section 5.26, Section 5.27 and Section 5.15 5.28 shall be true and correct as of the date of this Agreement and at and as of the Closing (except in the case of Section 5.10(b), without regard to any qualifications therein as to materiality or Parent Material Adverse Effect) as though made at and as of such time (or, if made as of a specific date, at and as of such date), in all material respects, and (ii) the representations and warranties of the Company contained in Section 5.04 shall be true and correct (other than de minimus inaccuracies) as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific datetime, at and as of such date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect the Merger is also shall be further subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) The representations and warranties each of Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained set forth in Section 5.014.1 (Organization), Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 4.2 (Authority) and Section 5.15 4.6 (Brokers) shall be true and correct accurate in all respects, in each case, as of the date of this Agreement and at and as of the Closing Effective Time as though if made at and as of such time (or, if unless any such representation or warranty is made only as of a specific date, at in which event such representation and warranty shall be so true and accurate as of such specified date) and (ii) each of the other representations and warranties of Parent and Merger Sub shall be true and accurate (disregarding any qualifications as to materiality contained therein), in each case, as of the date of this Agreement and as of the Effective Time as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be so true and accurate, as of such specified date)., except where the failure of any such representations and warranties referred to in clause (ii) to be so true and accurate, individually or in the aggregate, would not, and would not reasonably be expected to, materially impede or delay consumption of the transactions contemplated by this Agreement; (b) Each each of Parent and Merger Sub shall have performed in all material respects the obligations, and complied in all obligations material respects with the agreements and agreements contained in this Agreement covenants, required to be performed by or complied with by it under this Agreement at or prior to or on the Closing Date.; and (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as certificates of the Closing Date, signed by Chief Executive Officer or the chief executive officer and chief financial officer Chief Financial Officer of each of Parent to evidence satisfaction of and Merger Sub, certifying that the conditions set forth in Section 7.03(a), 7.3(a) and (b) and (c)have been satisfied. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also and the other transactions contemplated hereby shall be subject to the satisfaction or waiver by the Company satisfaction, at or prior to the Effective Time Closing Date, of the following conditions:conditions (any of which may be waived by the Company): (a) Each of the agreements of Parent and Merger Sub to be performed at or prior to the Closing Date pursuant to the terms hereof shall have been duly performed, in all material respects, and Parent and Merger Sub shall have performed, in all material respects, all of the acts required to be performed by them at or prior to the Closing Date by the terms hereof. (b) The representations and warranties of Parent and Merger Sub contained set forth in this Agreement Article V shall be true and correct in all material respects as of the date of this Agreement and at as of the Closing Date. The representations and warranties of Parent set forth in Article VI of this Agreement that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Date as though made at and as of such time (or, if made as of a specific date, at and as of such date)time, except for to the extent such failures representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality shall be true and correct as would correct, and those that are not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 so qualified shall be true and correct in all material respects, as of such earlier date). (c) From the date of this Agreement and at and as of until the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this AgreementEffective Time, there shall not have been occurred any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectChange with respect to Parent and its Affiliated subsidiaries, taken as a whole. (d) The Stockholder Approvals shall have been obtained. (e) The applicable waiting period under the HSR Act shall have expired or been terminated. (f) The Company shall have received a certificate been furnished with certificates, executed by the Chief Executive Officers of ParentParent and Merger Sub, dated as of the Closing Date, signed by certifying in such detail as the chief executive officer and chief financial officer of Parent Company may reasonably request as to evidence satisfaction the fulfillment of the conditions set forth in Section 7.03(aSections 12.3(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also are subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following further conditions: (ai) The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent Purchaser and Merger Sub shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Effective Time, (ii)(A) the representations and agreements warranties of Purchaser and Merger Sub contained in this Agreement that are qualified by reference to materiality or a Purchaser Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time (provided that representations made as of a specific date shall be required to be performed true and correct as of such date only), (B) the representations and warranties of Purchaser and Merger Sub set forth in Section 6.1, Section 6.2, Section 6.4 and Section 6.7 that are not qualified by Purchaser Material Adverse Effect shall have been true and correct in all material respects when made and at and as of the time of the Effective Time, as if made as of such time (provided that representations made as of a specific date shall be required to be true and correct as of such date only) and (C) all other representations and warranties of Purchaser and Merger Sub shall be true and correct when made and at and as of the Effective Time as if made at and as of such time (provided, that representations made as of a specific date shall be required to be true and correct as of such date only), except where the failure of such representations and warranties to be so true and correct, does not have, and is not reasonably likely to have, a Purchaser Material Adverse Effect and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or complied with President of each of Purchaser and Merger Sub to the foregoing effect; (b) Purchaser shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings identified on Section 8.2(b) of the Purchaser Disclosure Letter; provided, however, that this condition shall be deemed satisfied if the failure of this condition is due to willful breach by it prior to or on the Closing Date.Company of any of its material covenants in this Agreement; and (c) Since since the date of this Agreement, there shall not have been occurred any change, event, occurrence, condition, change, development, state of facts development or circumstance that has hadwhich, constitutes or would could reasonably be expected to have, individually or in the aggregateresult in, a Parent Purchaser Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The (i) other than the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true Section 4.1 and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoingSection 4.4, the representations and warranties of Parent and Merger Sub contained in Section 5.01this Agreement, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 the Ancillary Documents and Section 5.15 any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date in all respects), and (ii) the representations and warranties of Parent and Merger Sub contained in Section 4.1 and Section 4.4 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date).; (b) Each of Parent and Merger Sub shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements contained in conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it them prior to or on the Closing Date.; (c) Since the date of this Agreement, there no injunction or restraining order shall not have been issued by any eventGovernmental Authority, occurrenceand be in effect, condition, change, development, state of facts which restrains or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.prohibits any material transaction contemplated hereby; and (d) The Company Parent shall have received a certificate of Parent, dated as delivered each of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions closing deliverables set forth in Section 7.03(a), (b) and (c2.3(b). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The Other than the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true Section 4.01 (Organization and correct as Authority of the date of this Agreement Parent and at Merger Sub) and as of the Closing Section 4.06 (without regard to any qualifications therein as to materiality or material adverse effectBrokers), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01this Agreement, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 the Ancillary Documents and Section 5.15 any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Parent and Merger Sub contained in Section 4.01 (Organization and Authority of Parent and Merger Sub) and Section 4.06 (Brokers) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date). (b) Each Parent and Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Parent and Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Daterespects. (c) Since No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) From the date of this Agreement, there shall should not have been occurred any eventMaterial Adverse Effect with regard to Parent, occurrence, condition, change, development, state of facts nor shall any event or circumstance that has had, or would reasonably be expected to haveevents have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Parent Material Adverse EffectEffect with regard to Parent. (de) The Company Parent shall have received delivered to the Company (or such other Person as may be specified herein) the following: (i) a certificate certificate, dated the Closing Date and signed by a duly authorized officer of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction that each of the conditions set forth in Section 7.03(a), (b) and (c).Section 7.03(b) have been satisfied; (eii) The Company shall have received a certificate of the Secretary or an opinion from Xxxxxx & Xxxxxxx LLPAssistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) a certificate of the Secretary or if Xxxxxx & Xxxxxxx LLP is unable an Assistant Secretary (or unwilling equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger Sub authorized to deliver such opinionsign this Agreement, from Xxxxx Day, dated the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent setting forth the issued and outstanding shares capital stock of Parent as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth . (f) such other documents or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes instruments as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company reasonably requests and any of their respective Affiliates and Representatives, in each case, in form and substance are reasonably satisfactory necessary to such counsel, including Tax representation letters in substantially consummate the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opiniontransactions contemplated by this Agreement.

Conditions to Obligations of the Company. The obligations of the Company to effect ---------------------------------------- consummate the Merger is also and the other transactions contemplated by this Agreement are subject to the satisfaction or waiver by the Company fulfillment at or prior to the Effective Time Closing of the following conditions, any of which may be waived in whole or in part by the Company in writing: (a) The All representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing with the same effect as though such representations and warranties were made at and as of the Closing (without regard to other than any qualifications therein as to materiality representation or material adverse effect), as though made at and as of such time (or, if warranty that is expressly made as of a specific specified date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 which shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and in all material respects as of such time (or, if made as of a specific date, at and as of such datespecified date only). (b) Each of Parent and Merger Sub shall have performed and complied in all material respects all obligations with the covenants and agreements contained in required by this Agreement to be performed or complied with by it them at or prior to or on the Closing DateClosing; provided, -------- however, that the performance of the covenants set forth in Section 6.16 hereof ------- ------------ shall not be a condition to Closing. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from of its tax counsel, Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx DayXxxxxxx, dated as of the Closing Date, in form and substance reasonably satisfactory to it, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, that the Merger will qualify for U.S. federal income Tax purposes as constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code Code. Such opinion may be based on facts and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time and on reasonably requested representation letters from Parent, the Company and others. (d) The execution and delivery by each of Parent and Merger Sub of this Agreement, the “Company Tax Opinion”). In rendering such opinionperformance by each of its obligations hereunder, Xxxxxx & Xxxxxxx LLP and the consummation by each of the transactions contemplated hereby, shall not be in conflict with or Xxxxx Dayviolate in any material respect, constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a material default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any material obligation or loss of any material benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the assets of Parent or Merger Sub pursuant to, or require Parent or Merger Sub to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result or under, the terms and provisions of (i) the Parent Certificate of Incorporation, the Parent Bylaws, the Merger Sub Articles of Incorporation, or the Merger Sub Bylaws, (ii) any Contract to which Parent is a party or is bound, or (iii) any Law applicable to Parent, or any Governmental Order issued by a Governmental Authority by which Parent is in any way bound or obligated, except, in the case of clauses (ii) and (iii) of this Section, as applicablewould not, in any individual case, have a Material Adverse Effect. (e) No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority shall be entitled required on the part of Parent or Merger Sub in connection with the execution and delivery by Parent or Merger Sub of this Agreement, the performance by Parent or Merger Sub of its obligations hereunder, and the consummation by Parent or Merger Sub of the transactions contemplated hereby, except (a) for those consents, waivers, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings required under or in relation to receive (i) the HSR Act, (ii) state securities or "blue sky" laws, (iii) the Securities Act (iv) the Exchange Act, (v) the NGCL with respect to the filing and rely upon representationsrecordation of appropriate merger documents, warranties and covenants (vi) antitrust or merger laws of officers other jurisdictions; or (b) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or 44 filing, would not, in any individual case, reasonably be expected to have a Material Adverse Effect. (f) Except as has been disclosed publicly in the Parent SEC Reports, there shall be no Actions by any Person or Governmental Authority pending or known to Parent to be threatened against or relating to Parent or Merger Sub, or known to Parent to be pending or threatened against any current or former employees (in their capacity as such) of Parent, Merger Sub other than those which would not, in any individual case, reasonably be expected to have a Material Adverse Effect. (g) During the period since March 31, 2000, (a) the business of Parent and its Subsidiaries shall have been conducted only in the ordinary course, consistent with past practice, except for the execution and delivery of this Agreement and the Company consummation of the transactions contemplated hereby, and except as otherwise expressly permitted by this Agreement; (b) neither Parent nor any of their respective Affiliates and Representativesits Subsidiaries shall have taken any action or omitted to take any action, in each caseor entered into any contract, in form and substance reasonably satisfactory agreement, commitment or arrangement to such counseltake any action or omit to take any action, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letterwhich, respectively. Each such representation letter shall be dated as of if taken or omitted after the date of such opinionhereof, would violate Section 6.1(b) or Section 6.1(d) hereof; and (c) there shall not have been, and nothing shall have occurred that would have, a Material Adverse Effect on Parent.

Conditions to Obligations of the Company. The obligations of the Company to effect the Merger is also are subject to the satisfaction of, or waiver (if permissible under applicable Law) by the Company at Company, on or prior to the Effective Time of the following additional conditions: (a) The each of the representations and warranties of Parent and Merger Sub contained set forth in this Agreement shall Agreement, in each case made as if none of such representations and warranties contained any qualifications or limitations as to “materiality,” “material adverse effect” or similar qualification, must be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at on and as of such time (or, if made except to the extent that any such representations and warranties expressly speak as of a specific another date, at in which case such representations and warranties will be true and correct as of such other date), except for where the failure of such failures representations and warranties to be true and correct as so made would not reasonably be expected prevent or materially impair or materially delay the ability of Parent or Merger Sub to have, individually or in consummate the aggregate, a Parent Material Adverse EffectMerger; provided that notwithstanding the foregoing, each of the representations and warranties of Parent and Merger Sub contained set forth in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 5.3 and Section 5.15 shall 5.5 must be true and correct in all respects as of the date of this Agreement and at as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representations and warranties expressly speak as though made at of another date, in which case such representations and warranties must be true and correct in all material respects as of such time (or, if made as other date). The Company must have received a certificate of a specific date, at and as duly authorized officer of Parent to such date).effect; and (b) Each each of Parent and Merger Sub shall must have performed or complied in all material respects with all obligations covenants and agreements contained in this Agreement required to be performed or complied with by it under this Agreement at or prior to or on the Closing Date. (c) Since and the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall must have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial duly authorized officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)such effect. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger transactions contemplated by this Agreement is also subject to the satisfaction satisfaction, or the waiver in the Company’s sole and absolute discretion, of all of the following further conditions: (a) Parent and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective covenants, agreements and obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by the Company Parent or Merger Sub, as applicable, at or prior to the Effective Time of the following conditions:Closing Date. (ab) The representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Parent Fundamental Representations, shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect)Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date), except for such failures to be true and correct other than as has not had, or would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Parent Parties. (c) The Parent Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 ) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: : (a) The the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of the Parent and Merger Sub contained set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and Effective Time as though made as of the Closing as though made at Effective Time (provided, however, that to the extent such representation or warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such time (or, if made as of a specific date, at and as of such earlier date). (b) Each of Parent , except for any untrue or incorrect representation and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to havewarranty that, individually or in the aggregate, do not have a Parent Material Adverse Effect. Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; 46 (c) each of the Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (d) The no material Legal Proceedings shall be pending or threatened against Parent or the Acquisition Subsidiary and no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (b) and (c) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent and its Subsidiaries) of this Section 5.3 is satisfied in all respects; (f) the Company shall have received a certificate of Parentfrom Gottbetter & Partners, LLP, counsel to the Parent and the Acquisition Subsidiary, an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to the Company and the Placement Agent and dated as of the Closing Date, signed by ; (g) the chief executive officer and chief financial officer total number of shares of Parent Common Stock issued and outstanding immediately after the Effective Time, shall equal 6,000,000 shares, after giving effect to evidence satisfaction a 10.59135 for 1 forward stock split, the Split-Off, and the cancellation of 12,402,470 post-split shares, but excluding (i) the shares of Parent Common Stock to be issued to investors in the Private Placement Offering, (ii) the issuance of the conditions set forth in Section 7.03(a), (b) Merger Shares to be issued to Company Stockholders and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling the issuance of shares of Parent Common Stock to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, be issued to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) holders of the Parent Disclosure Letter Options, the Parent Exchange Warrants, the Parent Bridge Warrants and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of Placement Agent Parent Bridge Warrants (upon the date exercise of such opinionParent Options, Parent Exchange Warrants, Parent Bridge Warrants and the Placement Agent Parent Bridge Warrants to be issued in connection with the Merger); and (iii) the issuance of shares of Parent Common Stock underlying warrants (A) to be issued to investors in the Private Placement Offering (upon the exercise thereof); and (B) to be issued to the Placement agent in the Private Placement Offering (upon the exercise of warrants to be issued to the Placement Agent in connection with the sale of units under the Private Placement Offering).

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The representations and warranties of Parent and Merger Sub contained in this Agreement Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, at and the accuracy of which shall be determined as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or that specified date in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such dateall respects). (b) Each Parent and Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Parent and Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Daterespects. (c) Since From the date of this Agreement, there shall not have been occurred any eventMaterial Adverse Effect on Parent, occurrence, condition, change, development, state of facts nor shall any event or circumstance that has had, or would reasonably be expected to haveevents have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Parent Material Adverse EffectEffect on Parent. (d) The Company No injunction or restraining order shall have received a certificate of Parentbeen issued by any Governmental Authority, dated as of the Closing Dateand be in effect, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)which restrains or prohibits any material transaction contemplated hereby. (e) The Company Parent shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as delivered each of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms closing deliverables set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion2.03(b).

Conditions to Obligations of the Company. The obligations of the Company to effect issue and sell the Merger is also Concurrent Shares at the Closing are subject to the satisfaction or waiver by the Company at or prior to the Effective Time of each of the following conditionsconditions precedent: (a) The closing of the Public Offering shall have occurred. (b) The representations and warranties of Parent Sub- scriber and Merger Sub the Advancing Party contained herein shall have been true and correct in this Agreement all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing with the same effect as though such representa- tions and warranties had been made on and as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at except for representations and as of such time (or, if made warranties that speak as of a specific date, at and as date or time other than the date of such date), except for such failures to the Clos- ing (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such fail- ures to be true and/or correct as would not in the aggregate reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect; provided that notwithstanding . Sub- scriber shall have delivered to the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and Company at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive an appropriate officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) Company dated the date of the Parent Disclosure Letter Closing in such effect. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits consummation of the transactions contemplated hereby and Section 6.19(b) there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of to consummate the date of such opiniontransactions contemplated hereby or to issue the Concurrent Shares.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger transactions contemplated by this Agreement is also subject to the satisfaction satisfaction, or the waiver in the Company’s sole and absolute discretion, of all of the following further conditions: (a) Parent and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective covenants, agreements and obligations hereunder required to be performed or complied with (without giving effect to any “in all material respects” qualifiers contained therein) by the Company Parent or Merger Sub, as applicable, at or prior to the Effective Time of the following conditions:Closing Date. (ab) The representations and warranties of Parent and Merger Sub contained in this Agreement (without giving effect to any materiality or “Material Adverse Effect” or similar qualifications therein), other than the Parent Fundamental Representations, shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect)Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date)) except for, except for in each case, such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of . (c) The Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 Fundamental Representations shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (cd) Since the date of this Agreement, there shall not have been occurred and be continuing any eventEffect in respect of Parent or Merger Sub that individually, occurrenceor together with any other Effect, condition, change, development, state of facts or circumstance that has had, had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent or Merger Sub. (de) The Company shall have received a certificate of Parentcertificate, dated as of the Closing Date, signed by the chief executive officer and chief financial Chief Executive Officer of Parent in such Person’s capacity as an officer of Parent to evidence satisfaction the Company and not in such Person’s individual capacity, certifying the accuracy of the conditions set forth in Section 7.03(aprovisions of the foregoing clauses (a), (b) ), and (c)) of this Section 9.3. (ef) The Amended Parent Charter shall have been filed with the Delaware Secretary of State and become effective. (g) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Daya certificate, dated as of the Closing Date, to signed by the effect thatSecretary of Parent, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinionPerson’s capacity as an officer of the Company and not in such Person’s individual capacity, attaching true, correct and complete copies of: (i) the amended and restated certificate of incorporation of Parent, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) bylaws of Parent; (iii) copies of resolutions duly adopted by the Board of Directors of Parent authorizing this Agreement, the Merger will qualify for U.S. federal income Tax purposes Additional Agreements to which Parent is a party and the transactions contemplated hereby and thereby and the Parent Proposals; and (iv) a certificate of good standing of Parent, certified as of a “reorganization” within recent date by the meaning Secretary of Section 368(a) State of the Code State of Delaware. (h) The Company shall have received a certificate, dated as of the “Company Tax Opinion”). In rendering such opinionClosing Date, signed by the Secretary of Merger Sub attaching true, correct and complete copies of (i) copies of resolutions duly adopted by the Board of Directors and sole stockholder of Merger Sub authorizing this Agreement, the Additional Agreements to which Xxxxxx & Xxxxxxx LLP Sub is a party and the transactions contemplated hereby and thereby and (ii) a certificate of good standing of Merger Sub, certified as of a recent date by the Secretary of State of the State of Ohio. (i) Each of Parent, Sponsor or Xxxxx Dayother stockholder of Parent, as applicable, shall be entitled have executed and delivered to receive and rely upon representationsthe Company a copy of each Additional Agreement to which Parent, warranties and covenants of officers Sponsor or such other stockholder of Parent, Merger Sub and as applicable, is a party. (j) Parent shall have delivered to the Company true and any complete copies of their respective Affiliates the resignations from Parent’s Board of Directors of all directors of Parent’s Board of Directors, effective as of immediately prior to the Effective Time. (k) The size and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially composition of the forms post-Effective Time Parent Board of Directors shall have been established as set forth in Section 6.19(b2.8. (l) The size and composition of the post-Effective Time Board of Directors of the Surviving Corporation shall have been established as set forth in Section 2.7. (m) The Merger is reasonably expected to qualify for the Merger Intended Tax Treatment, and G3 shall satisfy the “control” requirements of Section 368(c) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionCode.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also Closing shall be subject to the satisfaction (or waiver in writing by the Company to the extent permitted by applicable Law), at or prior to the Effective Time Closing, of each of the following conditions: (a) The Each of the representations and warranties of Parent Parent, Merger Sub 1 and Merger Sub 2 contained in this Agreement Agreement, without giving effect to any qualification as to materiality contained therein, shall be true and correct as of the date of this Agreement hereof and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties by their terms speak as though made at of an earlier date, in which case they shall be true and correct as of such time (or, if made as of a specific date, at and as of such earlier date), except to the extent that any such untruth or incorrectness would not, individually or in the aggregate, have a material adverse effect on Parent’s ability to consummate the transactions contemplated by, and discharge its obligations under, this Agreement or the Ancillary Agreements, and Parent shall have delivered to the Company a certificate of an executive officer of Parent to such effect. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations the covenants and agreements contained in this Agreement to be performed by Parent, Merger Sub 1 or complied with by it prior to Merger Sub 2 at or on before the Closing Dateshall have been performed in all material respects by Parent, Merger Sub 1 or Merger Sub 2, as applicable, and Parent shall have delivered to the Company a certificate of an executive officer of Parent to such effect. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of from Parent, dated Merger Sub 1 and Merger Sub 2, as applicable, each of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions items set forth in Section 7.03(a), (b3.2(a) and (c)hereof. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also Transactions will be subject to the satisfaction or (to the extent permitted under applicable Law) written waiver by the Company at or prior to the Effective Time of each of the following conditions: (a) The (i) each of the Parent Fundamental Representations shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct as of such date or time), (ii) the representations and warranties of Parent contained in Section 4.10 shall be true and correct in all respects on and as of the date hereof and (iii) the other representations and warranties of Parent and each Merger Sub contained in this Agreement (without giving effect to any references to any Parent Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct as of the such date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such datetime), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and the Merger Sub shall have performed and complied in all material respects all obligations with the agreements and agreements contained in this Agreement covenants to be performed or complied with by it under this Agreement at or prior to or on the Closing DateClosing. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, occurred a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, executed by an executive officer of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of certifying that the conditions set forth in Section 7.03(asubsections (a), (b) and (c)) of this Section 6.3 have been satisfied. (e) The Company Parent Shares to be issued in the Mergers shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling been authorized and approved for listing on NASDAQ subject to deliver such opinion, from Xxxxx Day, dated as official notice of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionissuance.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The Other than the representations and warranties of Parent and Merger Sub Subs contained in this Agreement shall be true Section 5.01, Section 5.03 and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoingSection 5.05, the representations and warranties of Parent and Merger Sub Subs contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 this Agreement and Section 5.15 any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Parent and Merger Subs contained in Section 5.01, Section 5.03 and Section 5.05 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date). (b) Each of Parent and Merger Sub Subs shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements contained in conditions required by this Agreement to be performed or complied with by it them prior to or on the Closing Date. (c) Since the date of this Agreement, there No injunction or restraining order shall not have been issued by any eventGovernmental Authority, occurrenceand be in effect, condition, change, development, state of facts which restrains or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectprohibits any material transaction contemplated hereby. (d) The Company All approvals, consents and waivers that are listed on Section 5.02 of the Disclosure Schedules shall have received a certificate of Parentbeen received, dated as of and executed counterparts thereof shall have been delivered to the Closing Date, signed by Company at or prior to the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)Closing. (e) The Company Parent shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as delivered each of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms closing deliverables set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion2.03(b).

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, Other than the representations and warranties of Parent and Merger Sub contained in Section 5.014-A.01, Section 5.024-A.08, Section 5.034-B.01, Section 5.044-B.08, Section 5.05, Section 5.13 4-C.01 and Section 5.15 4-C.03, the representations and warranties of each Parent and Merger Sub contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Parent and Merger Sub contained in Section 4-A.01, Section 4-A.08, Section 4-B.01, Section 4-B.08, Section 4-C.01 and Section 4-C.03 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date). (b) Each Parent and Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Parent and Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Daterespects. (c) Since the date of this Agreement, there No injunction or restraining order shall not have been issued by any eventGovernmental Authority, occurrenceand be in effect, condition, change, development, state of facts which restrains or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectprohibits any material transaction contemplated hereby. (d) The Company All approvals, consents and waivers that are listed in Section 4-A.03(c), 4-A.03(d), Section 4-B.03(c), 4-B.03(d), Section 4-C.02(c) and 4-C.02(d) of the Disclosure Schedules shall have received a certificate of Parentbeen received, dated as of and executed counterparts thereof shall have been delivered to the Closing Date, signed by Company at or prior to the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)Closing. (e) The Company Parent shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as delivered each of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms closing deliverables set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion2.10(b).

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger Closing is also subject to the satisfaction satisfaction, or the waiver in the Company’s sole and absolute discretion, of all of the following further conditions: (a) Parent and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by the Company Parent or Merger Sub, as applicable, at or prior to the Effective Time of the following conditions:Closing Date. (ab) The representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Parent Fundamental Representations, shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect)Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date), except for any failure of such failures to be true representations and correct as warranties which would not in the aggregate reasonably be expected to have, individually have a Material Adverse Effect in respect of Parent or in Merger Sub and their ability to consummate the aggregate, a transactions contemplated by this Agreement and the Additional Agreements. (c) The Parent Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 ) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (cd) Since the date of this Agreement, there shall not have been occurred any eventEffect in respect of Parent or Merger Sub, occurrencethat individually, conditionor together with any other Effect, change, development, state of facts or circumstance that has had, had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer Effect in respect of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)or Merger Sub. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as a certificate signed by the Chief Executive Officer of Parent accuracy of the Closing Dateprovisions of the foregoing clauses (a), to the effect that(b), on the basis of facts, representations, assumptions (c) and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a(d) of the Code this Section 9.3. (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive f) The third amended and rely upon representations, warranties and covenants restated certificate of officers incorporation of Parent, Merger Sub in the form attached hereto as Exhibit D, shall have been filed with, and declared effective by, the Company and any Delaware Secretary of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionState.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The Other than the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true Section 4.01 and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoingSection 4.04, the representations and warranties of Parent and Merger Sub contained in Section 5.01this Agreement, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 the Ancillary Documents and Section 5.15 any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Parent and Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date).; (b) Each of Parent and Merger Sub shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements contained in conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it them prior to or on the Closing Date.; (c) Since All approvals, consents and waivers that are listed on Section 4.02 of the date of this Agreement, there Disclosure Schedules shall not have been any eventreceived, occurrence, condition, change, development, state of facts and executed counterparts thereof shall have been delivered to the Company at or circumstance that has had, or would reasonably be expected prior to have, individually or in the aggregate, a Parent Material Adverse Effect.Closing; and (d) The Company Parent shall have received a certificate of Parent, dated as delivered each of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions closing deliverables set forth in Section 7.03(a), (b) and (c2.03(b). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect the Merger is also shall be subject to the satisfaction or waiver by the Company fulfillment at or prior to before the Effective Time of the following conditions, any one or more of which, to the extent permitted by applicable law, may be waived in writing by the Company: (a) The All representations and warranties of Parent Buyer and Merger Sub contained Subsidiary in this Agreement shall be have been true and correct in all material respects as of the date of this Agreement Agreement, and at shall be true and correct in all material respects as of the Closing (without regard to any qualifications therein Effective Time as to materiality or material adverse effect), as though if made at and as of such time the Effective Time (or, if made except for representations that speak as of a specific particular date, at which shall be true and correct in all material respects as of such date); provided, except however, that, for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such failures representations and warranties relating to materiality or a Material Adverse Effect; provided further, however, that, for purposes of this condition, such representations and warranties will be deemed to be true and correct as would not reasonably in all material respects unless the failure or failures of such representations and warranties to be expected to haveso true and correct, individually or in the aggregate, represent or reasonably would be expected to represent a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each Neither Buyer nor any of Parent and Merger Sub its subsidiaries shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since have, since the date of this Agreement, there shall not have been suffered any eventbusiness interruption, damage to or destruction of its properties, or other incident, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to haveevent that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect. (c) Buyer shall have observed and performed in all material respects the covenants and agreements required by this Agreement to be observed or performed by Buyer on or prior to the Closing Date. (d) The Company Buyer shall have received delivered to the Company a certificate of Parenta duly authorized officer of Buyer, dated as of the Closing Date, signed by to the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions effects set forth in Section 7.03(aSections 9.3(a), (b) and (c)) hereof. (e) Buyer shall have delivered such other documents and things as the Company may reasonably request to evidence performance by Buyer of the obligations and conditions set forth herein or to carry out the transactions contemplated hereby. (f) Buyer shall have delivered evidence to the Company (in form and substance reasonably satisfactory to the Company) that Buyer has duly executed and delivered, in unqualified form, the oaths of its chief executive officer and chief financial officer required to be filed on or before August 14, 2002, by an order of the SEC dated June 27, 2002. (g) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such either: (i) a “will opinion, from Xxxxx Day, dated as of the Closing Date, ,” in form and substance reasonably satisfactory to the effect thatCompany, on rendered by a nationally recognized tax counsel selected by the basis of facts, representations, assumptions and exclusions set forth Company; or referred to in such opinion, (ii) a ruling by the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each caseIRS, in form and substance reasonably satisfactory to such counselthe Company, including Tax representation letters to the effect that the receipt of Buyer Common Stock at the Closing Date and the Final Distribution will be tax free to the Shareholders. The Company shall have received a “will opinion,” in substantially form and substance reasonably satisfactory to the forms set forth Company, rendered by a nationally recognized tax counsel selected by the Company, to the effect that engaging in Section 6.19(bthe Permitted Transactions will be tax free to the Shareholders. (h) The Buyer shall have offered to enter into each of the Parent Disclosure Letter Employment Agreements. (i) The Buyer shall have executed and Section 6.19(b) of delivered the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionShareholders Agreement.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger Closing is also subject to the satisfaction satisfaction, or the waiver by in the Company at or prior to the Effective Time Company’s sole and absolute discretion, of all of the following further conditions: (a) Xxxxxx, Acquirer, and Xxxxxx Sub shall each have duly performed or complied with, in all material respects, all of its respective obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by Parent or Merger Sub, as applicable, at or prior to the Closing Date. (b) The representations and warranties of Parent Parent, Acquirer, and Merger Sub contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Parent Fundamental Representations, shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect)Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date), except except, in each case, for any failure of such failures representations and warranties (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) to be so true and correct as would not in the aggregate have or be reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect; provided that notwithstanding the foregoingEffect in respect of Parent, the representations and warranties of Parent and Acquirer, or Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 their ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. (c) The Parent Fundamental Representations shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (cd) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, occurred a Parent Material Adverse EffectEffect in respect of Parent that is continuing. (de) The Company shall have received a certificate of Parentcertificate, dated as of the Closing Date, signed by the chief executive officer and chief financial officer Chief Executive Officer of Parent to evidence satisfaction accuracy of the conditions set forth in Section 7.03(aprovisions of the foregoing clauses (a), (b), (c) and (c)d) of this Section 10.3. (ef) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Daya certificate, dated as of the Closing Date, to signed by a director or officer of Parent attaching true, correct and complete copies of resolutions duly adopted by the effect that, on the basis Board of facts, representations, assumptions and exclusions set forth or referred to in such opinionDirectors of Parent authorizing this Agreement, the Merger will qualify for U.S. federal income Tax purposes Ancillary Agreements to which Parent is a party and the transactions contemplated hereby and thereby and the Parent Proposals. (g) The Company shall have received a certificate, dated as a “reorganization” within the meaning of Section 368(a) of the Code Closing Date, signed by a director of Acquirer and Xxxxxx Sub attaching true, correct and complete copies of (i) copies of resolutions duly adopted by the “Company Tax Opinion”). In rendering such opinionBoard of Directors and sole shareholder of Acquirer and Xxxxxx Sub authorizing this Agreement, the Ancillary Agreements to which Merger Sub is a party and the transactions contemplated hereby and thereby and (ii) a certificate of good standing of Acquirer and Xxxxxx & Xxxxxxx LLP Sub. (h) Each of Parent, Sponsor or Xxxxx Dayother shareholder of Parent, as applicable, shall be entitled have executed and delivered to receive and rely upon representationsthe Company a copy of each Ancillary Agreement to which Parent, warranties and covenants of officers Sponsor or such other shareholder of Parent, Merger Sub as applicable, is a party. (i) The size and composition of the Company and any post-Closing Acquirer Board of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms Directors shall be as set forth in Section 6.19(b3.7. (j) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter Available Liquidity shall be dated as of the date of such opinionequal or exceed $40,000,000.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction (or waiver by the Company at or prior to the Effective Time Company) of the following additional conditions: (a) The the Buyer shall have effected all of the registrations, filings and notices referred to in Section 4.2 which are required on the part of the Buyer, except for any which if not obtained or effected would not have a Buyer Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (i) the representations and warranties of Parent the Buyer and Merger Sub contained the Transitory Subsidiary set forth in the first sentence of Section 3.1 and Section 3.3 and any representations and warranties of the Buyer and the Transitory Subsidiary set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and (ii) all other representations and warranties of the Buyer and the Transitory Subsidiary set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Effective Time as though made at and as of such time the Effective Time, except in the case of each of clauses (or, if made as of a specific date, at i) and as of such date(ii), except for such failures to be true and correct as would that do not reasonably be expected to have, individually or result in the aggregate, a Parent Buyer Material Adverse Effect; provided that notwithstanding , and except to the foregoing, the extent such representations and warranties are specifically made as of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct a particular date or as of the date of this Agreement (in which case such representations and at warranties shall be true and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and correct in all material respects as of such date).; (bc) Each each of Parent the Buyer and Merger Sub the Transitory Subsidiary shall have performed in all material respects all or complied with its obligations and agreements contained in this Agreement covenants required to be performed or complied with by it under this Agreement as of or prior to the Effective Time, except where the failure to have performed or complied with such covenants and obligations has not had a Company Material Adverse Effect or a material adverse effect on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.Surviving Corporation; (d) The no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) result in, or be projected to result in, liabilities, costs, damages and other expenses in excess of $500,000, and no such judgment, order, decree, stipulation or injunction shall have been issued by any court of competent jurisdiction and remain in effect; (e) the Buyer shall have delivered to the Company a certificate (the "Buyer Certificate") to the effect that each of the conditions specified in clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Buyer) of this Section 5.3 is satisfied in all respects; (f) the Company shall have received a certificate of Parentfrom counsel to the Buyer an opinion with respect to the matters set forth in EXHIBIT C attached hereto, addressed to the Company and dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c).; (eg) The the Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as certificates of good standing of the Closing DateBuyer and the Transitory Subsidiary in their jurisdiction of organization, certified charter documents and certificates as to the effect thatincumbency of officers and the adoption of authorizing resolutions; (h) a listing application, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as if applicable, for the shares of Buyer common stock to be issued in the merger shall be entitled have been submitted to receive the Nasdaq National Market; (i) the Buyer shall have taken such actions as are necessary and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and appropriate to assume the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters Company's stock option plan; and (j) the Buyer shall have executed the Escrow Agreement in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated form attached hereto as of the date of such opinion.EXHIBIT A.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect the Merger is also further subject to the satisfaction (or waiver by the Company at Company, if permissible under applicable Law) on or prior to the Effective Time Closing Date of the following conditions: (a) The representations and warranties of the Parent and Merger Sub contained set forth in this Agreement (i) Article IV (other than Sections 4.1, 4.2(a), 4.6, 4.7 and 4.9 (collectively, the “Parent Specified Representations”)) without giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein, shall be true and correct in all respects as of the date of this Agreement and at on and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Date with the same effect as though made at on and as of such time the Closing Date (or, if except to the extent expressly made as of a specific an earlier date, at and in which case as of such date), except for such failures where the failure to be true and correct as would not reasonably be expected to havecorrect, individually or in the aggregate, has not had, and would not be reasonably likely to have, a Parent Material Adverse Effect; provided that notwithstanding Effect and (ii) the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 Specified Representations shall be true and correct in all material respects as of the date of this Agreement and at on and as of the Closing Date with the same effect as though made at on and as of such time the Closing Date (or, if except to the extent expressly made as of a specific an earlier date, at and in which case as of such date). (b) Each of The Parent and Merger Sub shall have performed or complied with in all material respects all obligations and agreements contained in this Agreement required to be performed or complied with by it prior to or on them under the Closing DateAgreement. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as executed on behalf of the Closing Date, signed Parent by the chief an executive officer and chief financial officer of the Parent to evidence satisfaction confirming on behalf of the Parent that the conditions set forth in Section 7.03(a), clauses (a) and (b) and (c)of this Section 7.3 have been duly satisfied. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger Transaction is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) The the Company shall have completed all necessary legal due diligence to its reasonable satisfaction; (b) the Company shall have obtained all of the deliverables set forth in Section 5.2, in form and substance reasonably satisfactory to the Company; (c) the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices which are required on the part of the Parent or any of its Subsidiaries, except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; the representations and warranties of the Parent and Merger Sub contained set forth in this Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and Effective Time as though made as of the Closing as though made at Date (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such time (or, if made as of a specific date, at and as of such earlier date). (b) Each of Parent , except for any untrue or incorrect representations and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to havewarranties that, individually or in the aggregate, do not have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) The Company the Parent shall have received a certificate of Parent, dated performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date, signed by except for such non-performance or non-compliance as does not have a Parent Material Adverse Effect or a material adverse effect on the chief executive officer and chief financial officer of Parent to evidence satisfaction ability of the conditions set forth in Section 7.03(a), (b) and (c).Parties to consummate the transactions contemplated by this Agreement; (e) The Company no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Parent shall have received an opinion delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (d) through (f) (insofar as clause (f) relates to Legal Proceedings involving the Parent) of this Section 6.2 is satisfied in all respects; and (g) The Parent shall have delivered to the Company a certificate, validly executed by Secretary of the Parent certifying as to (i) true, correct and complete copies of its articles and bylaws; (ii) the valid adoption of resolutions of the board of directors of the Parent and the shareholders of the parent (whereby this Agreement and the Transactions were unanimously approved by the board of directors and the requisite vote of the Shareholders) and covering such other matters as the Company reasonably request; (iii) a good standing certificate from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling the Secretary of State of the State of Delaware dated within five (5) Business Days prior to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, ; and (iv) incumbency and signatures of the officers of the Parent executing this Agreement or any other agreement contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the effect contrary, the Parties agree that, on prior to the basis filing of facts, representations, assumptions and exclusions set forth or referred to in such opinionthe Registration Statement by the Parent, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning Board of Section 368(a) Directors of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants each of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter can effectuate a further Closing and Section 6.19(b) issue Parent Shares to a Shareholder in exchange for Company Shares in order to increase the percentage of shares of the Company Disclosure Letter, respectively. Each such representation letter shall to be dated as of the date of such opinionowned by Parent.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect the Merger is also shall be further subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in Sections 4.3, 4.4, 4.7, 4.11, 4.12, 4.13 and 4.14 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time (except for representations and warranties made only as of a specified date, which shall be true and correct in all material respects only as of the specified date) and (ii) the other representations and warranties of Parent and Merger Sub contained in this Agreement and in any certificate or other writing delivered by Parent pursuant to this Agreement (disregarding all qualifications and exceptions contained therein regarding materiality or a Parent Material Adverse Effect or any similar standard or qualification), shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein Date as to materiality or material adverse effect), as though if made at and as of such that time (or, if except for representations and warranties made only as of a specific specified date, at and as of such date), except for such failures to which shall be true and correct as of the specified date), except to the extent that all failures of such representations to be so true and correct (excluding the effect of any such failures that result from actions required to be taken under this Agreement to obtain any approval or authorization under applicable law for the consummation of the Merger), individually or in the aggregate, have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub shall have performed in all material respects the obligations, and complied in all obligations material respects with the agreements and agreements contained in this Agreement covenants, required to be performed by or complied with by it under this Agreement at or prior to or on the Closing Date. (c) Since The Company shall have received an opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (or, if Xxxxxxx Xxxxxxx & Xxxxxxxx LLP refuses to issue this opinion, from other counsel reasonably satisfactory to the date Company), dated as of this Agreementthe Closing Date, there shall not have been any eventsubstantially to the effect that, occurrenceon the basis of the facts, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or representations and assumptions set forth in the aggregateopinion, (i) the Merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368 of the Code, and (ii) Parent Material Adverse Effectwill be treated as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto pursuant to the Merger. The opinion set forth in clause (ii) may assume that any stockholder who is a "five-percent transferee shareholder" with respect to Parent within the meaning of United States Treasury Regulation Section 1.367(a)-3(c)(5)(ii) files the agreement described in United States Treasury Registration Section 1.367(a) - 3(c)(1)(iii)(B). In rendering this opinion, counsel shall be entitled to rely upon customary representations of Parent and the Company reasonably requested by counsel, including, without limitation, those contained in the Tax Representation Letters. (d) The Company shall have received a certificate of Parent, dated as certificates of the Closing Date, signed by Chief Executive Officer or the chief executive officer and chief financial officer Chief Financial Officer of each of Parent to evidence satisfaction of and Merger Sub, certifying that the conditions set forth in Section 7.03(a), Sections 7.3(a) and (b) and (c)have been satisfied. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also subject to the satisfaction satisfaction, or the waiver by in the Company at or prior to the Effective Time Company’s sole and absolute discretion, of all of the following further conditions: (a) Parent and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective obligations hereunder required to be performed or complied with by Parent or Merger Sub, as applicable, at or prior to the Closing Date. (i) The Parent Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and correct at and as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), in all material respects, (ii) the other representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect)Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date), except for any failure of such failures to be true representations and correct as warranties which would not in the aggregate reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect; provided that notwithstanding Effect on Parent or on Parent’s ability to consummate the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of transactions contemplated by this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing DateAdditional Agreements. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial an authorized officer of Parent to evidence satisfaction certifying the accuracy of the conditions set forth in Section 7.03(a), provisions of the foregoing clauses (a) and (b) and (c)of this Section 9.3. (ed) The Company Sponsor shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling executed and delivered to deliver such opinion, from Xxxxx Day, dated as the Company a copy of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionRegistration Rights Agreement.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction (or waiver by the Company at or prior to the Effective Time Company) of the following additional conditions: (a) The the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices set forth on Schedule 5.3(a), except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of the Parent and Merger Sub contained set forth in this Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and Effective Time as though made as of the Closing as though made at Effective Time (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such time (or, if made as of a specific date, at and as of such earlier date). (b) Each of Parent , except for any untrue or incorrect representations and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to havewarranties that, individually or in the aggregate, do not have a Parent Material Adverse Effect.; (c) each of the Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) The Company no Legal Proceeding shall have received a certificate be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of Parent, dated as any of the Closing Date, signed transactions contemplated by the chief executive officer and chief financial officer of Parent to evidence satisfaction this Agreement or (ii) cause any of the conditions set forth transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in Section 7.03(a), (b) and (c).effect; (e) The Company the Parent shall have received an opinion from Xxxxxx & Xxxxxxx LLP, delivered to the Company a certificate executed by the Chief Executive Officer or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as President of the Closing Date, Parent (the “Parent Certificate”) to the effect that, on that each of the basis of facts, representations, assumptions and exclusions set forth or referred to conditions specified in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning clause (c) of Section 368(a5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent or the Acquisition Subsidiary) of this Section 5.3 has been satisfied in all respects; (f) Each of the Code (Parent and Acquisition Subsidiary shall have delivered to the “Company Tax Opinion”). In rendering such opiniona certificate, Xxxxxx & Xxxxxxx LLP or Xxxxx Dayvalidly executed by the Secretary of the Parent and the Secretary of the Acquisition Subsidiary, as applicable, shall be entitled certifying as to receive (i) true, correct and rely upon representations, warranties complete copies of its certificate of incorporation and covenants bylaws; (ii) the valid adoption of officers resolutions of Parent, Merger Sub the board of directors and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) stockholders of the Parent Disclosure Letter or Acquisition Subsidiary, as applicable (whereby this Agreement, the Merger and Section 6.19(b) the transactions contemplated hereunder were unanimously approved by the board of directors and, if requested, the requisite vote of the Company Disclosure Letterstockholders of Parent or the Acquisition Subsidiary, respectively. Each as applicable); (iii) a good standing certificate from the Secretary of State of the State of Florida or Nevada (as applicable) dated within five (5) Business Days prior to the Closing Date; (iv) incumbency of the officers of the Parent or the Acquisition Subsidiary, as applicable, executing this Agreement or any other agreement contemplated by this Agreement; and (v) a true, correct and complete list of all stockholders of Parent as of immediately prior to the Effective Time and the shares of Parent Common Stock held by each such representation letter stockholder that are then-outstanding, which shares shall equal, in the aggregate, 58,608,825 shares of Parent Common Stock; and (g) the Parent shall be dated in compliance in all material respects with all requirements of applicable securities laws, including, without limitation, the filing of reports required by the Exchange Act, and shall have taken all actions with respect thereto as of shall be required or reasonably requested by the date of such opinionCompany in connection therewith.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect the Merger is also shall be further subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) The the representations and warranties of Parent and Merger Sub contained set forth in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Effective Time as though made at on and as of such time date (or, if unless any such representation or warranty is made only as of a specific date, at in which event such representation and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 warranty shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and only as of such time (orspecified date), if made as of a specific dateinterpreted without giving effect to any “material”, at and as “materially”, “in all material respects”, “material adverse effect” or similar qualifications contained therein or with respect thereto, except where the failure of such date).representations and warranties to be so true and correct, in the aggregate, has not had, and will not have, a material adverse effect on the ability of Parent or Merger Sub duly to perform their respective obligations under this Agreement or to consummate the transactions contemplated by this Agreement on a timely basis; (b) Each each of Parent and Merger Sub shall have performed in all material respects the obligations, and complied in all obligations material respects with the agreements and agreements contained in this Agreement covenants, required to be performed by or complied with by it under this Agreement at or prior to or on the Closing Date.; and (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as certificates of the Closing Date, signed by Chief Executive Officer or the chief executive officer and chief financial officer Chief Financial Officer of each of Parent to evidence satisfaction and Merger Sub, certifying on behalf of Parent and Merger Sub, respectively, that the conditions set forth in Section 7.03(a), subsections (a) and (b) and (c)of this Section 7.3 have been satisfied. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditionsconditions precedent, each of which (other than the condition set forth in Section 6.2(e)) may be waived in writing in the sole discretion of the Company: (a) the representations set forth in Sections 4.1, 4.2(a) and 4.4 shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date). The representations and warranties of Parent and Merger Sub Transitory Subsidiary contained in this Agreement (other than the representations set forth in Sections 4.1, 4.2(a) and 4.4) shall be have been true and correct as of the date of this Agreement and at shall be true and correct on and as of the Closing (without regard to any qualifications therein Date with the same force and effect as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific dateon the Closing Date except (a) in each case, at and as of such date)or in the aggregate, except for such failures where the failure to be true and correct as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect; provided that notwithstanding the foregoingEffect (without giving effect to any references therein to any Parent Material Adverse Effect or other materiality qualifications), the or (b) for those representations and warranties which address matters only as of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 a particular date (which representations shall be have been true and correct correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Parent Disclosure Schedule made or purported to have been made after the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such dateshall be disregarded).; (b) Each each of Parent and Merger Sub Transitory Subsidiary shall have performed or complied, in all material respects all obligations respects, with its agreements and agreements contained in this Agreement covenants required to be performed or complied with by it under this Agreement as of or prior to or on the Closing Date.Closing; (c) Since the date of this Agreementno judgment, there order, decree, stipulation or injunction shall not have been any event, occurrence, condition, change, development, state of facts or circumstance be in effect that has had, or would reasonably be expected to have(i) prevent consummation of the transactions contemplated by this Agreement, individually or in (ii) cause the aggregate, a Parent Material Adverse Effect.transactions contemplated by this Agreement to be rescinded following consummation of such transaction; (d) The the Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c).Certificate; and (e) The Company Parent shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of obtained the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Required Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionStockholder Vote.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger Closing is also subject to the satisfaction satisfaction, or the waiver by in the Company at or prior to the Effective Time Company’s sole and absolute discretion, of all of the following further conditions: (a) Parent and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective obligations hereunder required to be performed or complied with by Parent or Merger Sub, as applicable, at or prior to the Closing Date. (b) The representations and warranties of the Parent and Merger Sub contained in this Agreement that are qualified by materiality shall be true and correct as of the date of this Agreement correct, and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 that are not so qualified shall be true and correct in all material respects, in each case, as of the date of this Agreement and at and as of the Closing Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been occurred any eventEffect in respect of Parent that individually, occurrenceor together with any other Effect since the date of this Agreement, condition, change, development, state of facts or circumstance that has had, had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect in respect of Parent. (d) The Company shall have received a certificate signed by the Chief Executive Officer of ParentParent accuracy of the provisions of the foregoing clauses (a), (b), and (c) of this Section 9.3. (e) The Amended Parent Charter, in form and substance reasonably acceptable to Parent and the Company, shall have been filed with, and declared effective by, the Delaware Secretary of State. (f) The Company shall have received a certificate, dated as of the Closing Date, signed by the chief executive officer and chief financial officer Secretary of Parent to evidence satisfaction attaching true, correct and complete copies of (i) the amended and restated certificate of incorporation of Parent, certified as of a recent date by the Secretary of State of the conditions set forth in Section 7.03(a)State of Delaware; (ii) bylaws of Parent, (biii) copies of resolutions duly adopted by the Board of Directors of Parent authorizing this Agreement, the Additional Agreements to which Parent is a party and the transactions contemplated hereby and thereby and the Parent Proposals; and (c)iv) a certificate of good standing of Parent, certified as of a recent date by the Secretary of State of the State of Delaware. (eg) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Daya certificate, dated as of the Closing Date, to signed by the effect thatSecretary of Merger Sub attaching true, on correct and complete copies of (i) copies of resolutions duly adopted by the basis Board of facts, representations, assumptions Directors and exclusions set forth or referred to in such opinionsole stockholder of Merger Sub authorizing this Agreement, the Additional Agreements to which Xxxxxx Sub is a party and the transactions contemplated hereby and thereby and (ii) a certificate of good standing of Merger will qualify for U.S. federal income Tax purposes Sub, certified as of a “reorganization” within recent date by the meaning Secretary of Section 368(a) State of the Code State of Delaware. (the “Company Tax Opinion”). In rendering such opinionh) Each of Parent, Xxxxxx & Xxxxxxx LLP Sponsor or Xxxxx Dayother stockholder of Parent, as applicable, shall be entitled have executed and delivered to receive and rely upon representationsthe Company a copy of each Additional Agreement to which Parent, warranties and covenants of officers Sponsor or such other stockholder of Parent, Merger Sub as applicable, is a party. (i) The size and composition of the Company and any post-Closing Parent Board of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms Directors shall have been appointed as set forth in Section 6.19(b2.8. (j) Parent shall have delivered to DLQ Parent and the Company true and complete copies of the resignations from the Parent Disclosure Letter Board of Directors of all officers and Section 6.19(b) directors of the Company Disclosure Letter, respectively. Each such representation letter shall Parent to be dated effective as of the date Effective Time. (k) After the redemption by all stockholders of Parent who have elected to redeem their shares of Parent, Parent shall have made all necessary and appropriate arrangements with the Trustee to have all of the remaining funds contained in the Trust Account, as of such opiniontime disbursed to Parent immediately prior to the Effective Time, and all such funds released from the Trust Account shall be available to Parent.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to before the Effective Time Closing, of each of the following conditions: (a) The Other than the representations and warranties of Parent Buyer as set forth in Buyer Fundamental Representations, the representations and Merger Sub warranties of Buyer contained in this Agreement and any certificate delivered pursuant hereto shall be true and correct in all respects on and as of the date of this Agreement hereof and at on and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Date with the same effect as though made at and as of such time date (orexcept those representations and warranties stated to relate to an earlier date, if made in which case as of a specific that earlier date); provided, at and as however, that the condition in this sentence shall be considered satisfied unless the failure of such date), except for such failures representations or warranties to be so true and correct as would not reasonably be expected to havecorrect, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoinghas prevented or delayed, or would reasonably be expected to prevent or delay, the representations and warranties ability of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 Buyer to consummate the transactions contemplated hereby. Buyer Fundamental Representations shall be true and correct in all respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time date (orexcept those representations and warranties stated to relate to an earlier date, if made in which case as of a specific date, at and as of such that earlier date). (b) Each of Parent and Merger Sub Buyer shall have duly performed and complied in all material respects with all obligations agreements and agreements contained in covenants required by this Agreement to be performed or complied with by it prior to before or on the Closing Date. (c) Since The Company shall have obtained the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or Requisite Shareholder Consent in the aggregate, a Parent Material Adverse Effectaccordance with Section 5.13. (d) The Company shall have received a certificate of Parentcertificate, dated as of the Closing Date, and signed by the chief executive officer and chief financial a duly authorized officer of Parent to evidence satisfaction Buyer, that each of the conditions set forth in Section Sections 7.03(a), ) and (b) and (c)have been satisfied. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The Other than the representations and warranties of Parent Purchaser, Merger Sub I and Merger Sub II contained in Section 3.1, Section 3.3 and Section 3.6, the representations and warranties of Purchaser and Merger Sub contained in this Agreement and any certificate delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, at and the accuracy of which shall be determined as of such datethat specified date in all respects), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the . The representations and warranties of Parent Purchaser, Merger Sub I and Merger Sub II contained in Section 5.013.1, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 3.3 and Section 5.15 3.6 shall be true and correct in all respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent Purchaser and Merger Sub Subs shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements contained in conditions required by this Agreement and each of the Transactional Agreements to be performed or complied with by it them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Purchaser, Merger Sub I and Merger Sub II shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Since the date of this Agreement, there No injunction or restraining order shall not have been issued by any eventGovernmental Body, occurrenceand be in effect, condition, change, development, state of facts which restrains or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectprohibits any material transaction contemplated hereby. (d) The Company Purchaser shall have received a certificate of Parent, dated as delivered each of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions closing deliverables set forth in Section 7.03(a), (b) and (c1.12(b). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement are further subject to the satisfaction fulfillment (or waiver by the Company Company’s waiver, in its sole discretion and if permitted under applicable Law) at or prior to before the Effective Time Closing, of each of the following conditions:: **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (a) The Other than the representations and warranties of Parent contained in Section 4.1 (Organization, Power and Merger Sub Authority), Section 4.4 (Brokerage), and Section 4.7 (Availability of Funds) (collectively, the “Parent Specified Representations and Warranties”), the representations and warranties of Parent contained in this Agreement shall Agreement, the Escrow Agreement, and any certificate or other writing delivered pursuant hereto will be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, at and the accuracy of which will be determined as of such datethat specified date in all respects), except for such failures to . The Parent Specified Representations and Warranties will be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations all respects on and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent will have duly performed and Merger Sub shall have performed complied in all material respects with all obligations agreements, covenants and agreements contained in conditions required by this Agreement and the Escrow Agreement to be performed or complied with by it prior to before or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Parent will have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall Representative will have received a certificate of Parent, dated as each of the Closing Datefollowing documents, signed in each case duly executed (if applicable) by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and each party thereto other than the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory acceptable to such counsel, including Tax representation letters in substantially Representative: (i) the forms set forth in Section 6.19(bEscrow Agreement; (ii) the Paying Agent Agreement; and (iii) each of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionEmployment Agreements.

Conditions to Obligations of the Company. The obligations of the Company to effect the Merger is also are further subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, i) the representations and warranties of Parent and Merger Sub contained in Section 5.01Sections 5.1 and 5.2 shall be true and correct at and as of the Closing Date as if made on the Closing Date (except to the extent such representations and warranties are made as of a specific date, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 in which case such representations and Section 5.15 warranties shall be true and correct as of such date), and (ii) all of the date other representations and warranties of this Agreement Parent and Merger Sub contained in Article V shall be true and correct (disregarding all qualifications or limitations as to “materiality” or words of similar import) at and as of the Closing Date as though if made at on the Closing Date (except to the extent such representations and as of such time (or, if warranties are made as of a specific date, at in which case such representations and warranties shall be true and correct as of such date)., except where the failure of any such representation or warranty to be true has not, and would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement; (b) Each each of Parent and Merger Sub shall have performed in all material respects the obligations, and complied in all obligations material respects with the agreements and agreements contained in this Agreement covenants, required to be performed by or complied with by it under this Agreement at or prior to or on the Closing Date.Effective Time; and (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received delivered to the Company a certificate of Parent, dated as of the Closing Datecertificate, signed by the its chief executive officer and chief financial officer or another of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Dateits senior officers, to the effect that, on that the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth conditions contained in Section 6.19(b8.3(a) of the Parent Disclosure Letter and Section 6.19(b(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionhave been satisfied in all respects.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company's waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The Other than the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true Section 4.01 and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoingSection 4.03, the representations and warranties of Parent and Merger Sub contained in Section 5.01this Agreement, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 the Ancillary Documents and Section 5.15 any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Parent and Merger Sub contained in Section 4.01 and Section 4.03 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date). (b) Each of Parent and Merger Sub shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements contained in conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it them prior to or on the Closing Date. (c) Since the date of this Agreement, there No injunction or restraining order shall not have been issued by any eventGovernmental Authority, occurrenceand be in effect, condition, change, development, state of facts which restrains or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectprohibits any material transaction contemplated hereby. (d) The Company All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules shall have received a certificate of Parentbeen received, dated as of and executed counterparts thereof shall have been delivered to the Closing Date, signed by Company at or prior to the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)Closing. (e) The Company Parent shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as delivered each of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms closing deliverables set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion2.03(b).

Conditions to Obligations of the Company. The obligations of the Company to effect consummate, or cause to be consummated, the Merger is also Transactions are subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions, any one or more of which may be waived in writing by the Company: (a) The Each of the representations and warranties of Parent and Merger Sub (i) Pubco contained in (A) Section 5.01, Section 5.03, Section 5.04 and Section 5.11 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though then made (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein), except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be so true and correct as of such date, (B) Section 5.08(a) shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though then made (without regard giving effect to any qualifications therein limitation as to materiality “materiality” or material adverse effect“SPAC Material Adverse Effect” or any similar limitation set forth therein), except with respect to such representations and warranties which speak as though made at and as of such time (or, if made as of a specific to an earlier date, at which representations and warranties shall be so true and correct in all respects as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties (C) any other section of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 Article V shall be true and correct as of the date of this Agreement and at as of the Closing Date as though then made (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein), except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be so true and correct as of such date, except for any inaccuracies or omissions that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a SPAC Material Adverse Effect, (ii) SPAC contained in (A) Section 4.01, Section 4.03, Section 4.04 and Section 4.12 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though then made at (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein), except with respect to such representations and warranties which speak as of such time (or, if made as of a specific to an earlier date, at which representations and warranties shall be so true and correct as of such date, (B) Section 4.09(a) shall be true and correct as of the date of this Agreement and as of the Closing Date as though then made (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein), except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be so true and correct in all respects as of such date, and (C) any other section of Article IV shall be true and correct as of the date of this Agreement and as of the Closing Date as though then made (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein), except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be so true and correct as of such date, except for any inaccuracies or omissions that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a SPAC Material Adverse Effect, and (iii) Amalco contained in (A) Section 4.12, Section 4.24(a), Section 4.24(c) and Section 4.24(d) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though then made (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein), except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be so true and correct as of such date, (B) Section 4.09(a) shall be true and correct as of the date of this Agreement and as of the Closing Date as though then made (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein), except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be so true and correct in all respects as of such date, and (C) any other section of Article IV shall be true and correct as of the date of this Agreement and as of the Closing Date as though then made (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein), except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be so true and correct as of such date, except for any inaccuracies or omissions that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a SPAC Material Adverse Effect. (b) Each of Parent and Merger Sub shall have performed in all material respects all the covenants, obligations and agreements contained in this Agreement of Pubco, SPAC and Amalco to be performed or complied with by it as of or prior to or on the Closing DateDate shall have been performed or complied with in all material respects. (c) Since No SPAC Material Adverse Effect shall have occurred between the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance Agreement and the Closing Date that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectis continuing. (d) The Company Pubco shall have received a certificate of Parentdelivered, dated as or caused to be delivered, to the Company each of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions deliverables set forth in Section 7.03(a), (b) and (c2.11(b). (e) The Company Pubco shall have received an opinion from Xxxxxx & Xxxxxxx LLPdeposited or caused to be deposited with the Depositary, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinionin accordance with Section 2.12(a), from Xxxxx Day, dated the Exchange Fund and the Irrevocable Direction. (f) Effective as of the Closing DateClosing, the directors and officers of Pubco and Amalco serving in such capacities immediately prior to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, Closing shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionhave resigned.

Conditions to Obligations of the Company. The obligations of the Company to effect the Merger and to satisfy its obligations hereunder is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditionsconditions unless waived by the Company: (a) The representations and warranties of Parent and Merger Sub contained Acquisition Corp. set forth in this Merger Agreement shall be true and correct in all respects as of the date of this Merger Agreement and at (except to the extent such representations and warranties speak specifically as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Merger Agreement; provided, -------- however, that for purposes of determining under this Section 7.3(a) whether ------- such representations and warranties are true and correct, (without regard i) no effect shall be given to any qualifications therein as to materiality or exceptions contained in such representations and warranties concerning "materiality" or "material adverse effect)", as though made at and as of (ii) such time (or, if made as of a specific date, at representations and as of such date), except for such failures warranties shall be deemed to be true and correct as would not reasonably in all respects unless the failure or failures of such representations and warranties to be expected so true and correct (giving effect to haveclause (i) hereof), individually or in the aggregate, would have or would be reasonably likely to have a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of material adverse effect on Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Acquisition Corp. Parent and Merger Sub Acquisition Corp. shall have performed in all material respects all obligations and agreements contained in this Agreement required to be performed by them under this Merger Agreement at or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) . The Company shall have received a certificate signed on behalf of Parent, dated as of the Closing Date, signed Parent by the chief executive officer and chief financial officer or an executive vice president of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), foregoing effect. (b) All material consents and (c). (e) The Company approvals of Governmental Entities necessary for consummation of the Merger shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionbeen obtained.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction of all of the following further conditions any one or waiver more of which may be waived in writing by the Company (in its sole and absolute discretion): (a) Parent and Merger Sub shall each have duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) at or prior to the Effective Time of the following conditions:Closing Date. (ab) The representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all qualifications contained therein relating to materiality or “material adverse effect”), other than the Parent Fundamental Representations, shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect)Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date), except for any failures of such failures to be true representations and correct as warranties that would not in the aggregate reasonably be expected to have, individually have a material adverse effect on Parent’s ability to consummate the Merger. (c) The Parent Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 “material adverse effect”) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectother than de minimis inaccuracies. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial an authorized officer of Parent to evidence satisfaction certifying the accuracy of the conditions set forth in Section 7.03(aforegoing clauses (a), (b) and (c)) of this Section 9.3. (e) The Company PubCo COI shall have received an opinion from Xxxxxx & Xxxxxxx LLPbeen filed with, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling and declared effective by, the Delaware Secretary of State. (f) Parent and each Specified Parent Stockholder shall have executed and delivered to deliver such opinion, from Xxxxx Day, dated as the Company a copy of the Closing Date, Registration Rights Agreement. (g) Sponsor shall have executed and delivered to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as Company a “reorganization” within the meaning of Section 368(a) copy of the Code Voting Agreement. (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, h) The Aggregate Parent Closing Cash shall be entitled equal to receive or greater than $100,000,000. (i) Parent’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and rely upon representationscontinuing listing requirements of Nasdaq, warranties and covenants Parent shall not have received any notice of officers of Parentnon-compliance therewith, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter Closing Payment Shares shall be dated as of the date of such opinionhave been approved for listing on Nasdaq.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also will be subject to the satisfaction or (to the extent permitted by applicable Law) written waiver by the Company (where permissible) at or prior to the Effective Time of each of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub contained in Section 4.1, Section 4.2(d), Section 4.3 and Section 4.33 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and at as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of Parent and Merger Sub contained in the first sentence of Section 4.2(a), the first sentence of Section 4.2(b), Section 4.2(c) and Section 4.2(e) shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing (without regard to any qualifications therein Date with the same force and effect as to materiality or material adverse effect), as though if made at on and as of such time (ordate, if except for any representation and warranty that is expressly made as of a specific datedate or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of Parent and Merger Sub contained in this Agreement (without giving effect to any references to any Parent Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, at other than the representations set forth in Section 4.11(b) or in the term “Parent Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date)date (other than any representation and warranty that is expressly made as of a specific date or time, except for such failures to which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregateaggregate with all other such failures to be true or correct, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub shall have performed and complied in all material respects all obligations with the agreements and agreements contained in this Agreement covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or on the Closing Dateany breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, occurred a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed executed by the chief an executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx DayParent, dated as of the Closing Date, to certifying that the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms conditions set forth in Section 6.19(bsubsections (a) and (b) of the Parent Disclosure Letter and this Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion6.3 have been satisfied.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger Closing is also subject to the satisfaction satisfaction, or the waiver by at the Company at or prior to the Effective Time Company’s discretion, of all of the following further conditions: (a) The Parent Parties shall have duly performed all of their covenants and obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent and Merger Sub Parties contained in Article V of this Agreement shall Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall ii) be true and correct as of the date of this Agreement Closing Date (except for representation and at and as of the Closing as though made at and as of such time (or, if made warranties that speak as of a specific datedate prior to the Closing Date, at in which case such representations and warranties need only to be true and correct as of such earlier date). , in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Material Adverse Effect; it being understood and agreed that the representations set forth in Section 6.7 (as to capitalization) shall not be subject to any Material Adverse Effect qualifier, and for purposes of this clause (b) Each of Parent all such representations in Section 6.7 shall be true and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Datecorrect except for de minimis inaccuracies. (c) Since the date of this Agreement, there There shall not have been any no event, change or occurrence which individually or together with any other event, change or occurrence, condition, change, development, state of facts or circumstance that has had, or would could reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on the Parent Parties, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of ParentParent Parties to the effect set forth in clauses (a) through (c) of this Section 10.3. (e) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (f) From the date hereof until the Closing, dated the Parent Parties shall have been in material compliance with the reporting requirement under the Securities Act and the Exchange Act, as applicable to the Parent Parties. (g) Purchaser shall remain listed on Nasdaq and the additional listing application for the Closing Payment Shares shall have been approved by Nasdaq. As of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company Purchaser shall not have received an opinion any written notice from Xxxxxx & Xxxxxxx LLPNasdaq that it has failed, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling would reasonably be expected to deliver such opinion, from Xxxxx Day, dated fail to meet the Nasdaq listing requirements as of the Closing DateDate for any reason, to where such notice has not been subsequently withdrawn by Nasdaq or the effect that, on underlying failure appropriately remedied or satisfied. The additional listing application for the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, Closing Payment Shares shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionhave been approved by Nasdaq.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The representations and warranties of Parent and Merger Sub contained in this Agreement Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, at and the accuracy of which shall be determined as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or that specified date in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such dateall respects). (b) Each Parent and Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Parent and Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Daterespects. (c) Since From the date of this Agreement, there shall not have been occurred any eventMaterial Adverse Effect on the Parent, occurrence, condition, change, development, state of facts nor shall any event or circumstance that has had, or would reasonably be expected to haveevents have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Parent Material Adverse EffectEffect on the Parent. (d) The Company No injunction or restraining order shall have received a certificate of Parentbeen issued by any Governmental Authority, dated as of the Closing Dateand be in effect, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)which restrains or prohibits any material transaction contemplated hereby. (e) The Company Parent shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as delivered each of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms closing deliverables set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion2.03(b).

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by the Company fulfillment, at or prior to the Effective Time Closing, of each of the following conditions: (a) , which may be waived in writing by the Company in its sole discretion: The representations and warranties of Parent Acquiror and Merger Sub MergerCo contained in this Agreement shall be true and correct as of the date of this Agreement and at both when made and as of the Closing (without regard to any qualifications therein as to materiality Date, or material adverse effect), as though made at in the case of representations and as of such time (or, if warranties that are made as of a specific specified date, at such representations and as of such date), except for such failures to warranties shall be true and correct as of such specified date, except where the failure of all the representations and warranties of Acquiror and MergerCo to be so true and correct (without giving effect to any limitation or qualification as to "materiality" (including the word "material") or "material adverse effect" set forth therein) would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect; provided that notwithstanding material adverse effect on Acquiror's or MergerCo's ability to consummate the foregoing, the representations transactions contemplated hereby. Acquiror and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub MergerCo shall have performed all obligations and agreements in Section 3.2 and complied in all material respects with all obligations and agreements contained other covenants required by this Agreement, in this Agreement each case, to be performed or complied with by it them prior to or on at the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Closing. The Company shall have received from each of Acquiror and MergerCo a certificate of Parent, dated as of stating that the Closing Datestatements set forth in the preceding sentences are true and accurate, signed by the chief executive officer and chief financial a duly authorized officer of Parent to evidence satisfaction each of the conditions set forth in Section 7.03(a), (b) Acquiror and (c)MergerCo. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect the Merger is also shall be further subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) The (i) Each of the representations and warranties of Parent and Merger Sub set forth in Sections 4.1, 4.3, 4.4, 4.16 and 4.17 shall be true and correct in all material respects and (ii) each of the other representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all qualifications and exceptions contained therein regarding materiality or a Parent Material Adverse Effect or any similar standard or qualification) shall be true and correct except to the extent that all failures of such representations and warranties to be so true and correct (disregarding all qualifications and exceptions contained therein regarding materiality or a Parent Material Adverse Effect or any similar standard or qualification), individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, in each case of clauses (i) and (ii) above as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein Date as to materiality or material adverse effect), as though if made at and as of such time (or, if except for representations and warranties made only as of a specific specified date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 which shall be true and correct only as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such specified date). (b) Each of Parent and Parent, Holdings, Merger Sub and the Priority Foundation shall have performed in all material respects the obligations, and complied in all obligations material respects with the agreements and agreements contained in this Agreement covenants, required to be performed by or complied with by it under this Agreement at or prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate certificates of the Chief Executive Officer or the Chief Financial Officer of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of certifying that the conditions set forth in Section 7.03(a), Sections 7.3(a) and (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”)been satisfied. In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.ARTICLE VIII

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger Closing is also subject to the satisfaction satisfaction, or the waiver in the Company’s sole and absolute discretion, of all of the following further conditions: (a) Parent and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by the Company Parent or Merger Sub, as applicable, at or prior to the Effective Time of the following conditions:Closing Date. (ab) The representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Parent Fundamental Representations, shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect)Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date), except for any failure of such failures to be true representations and correct as warranties which would not in the aggregate reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties Effect in respect of Parent and or Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 their ability to consummate the transactions contemplated by this Agreement and the Additional Agreements. (c) The Parent Fundamental Representations shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (cd) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, occurred a Parent Material Adverse EffectEffect in respect of Parent that is continuing. (de) The Company shall have received a certificate of Parentcertificate, dated as of the Closing Date, signed by the chief executive officer and chief financial officer Chief Executive Officer of Parent to evidence satisfaction accuracy of the conditions set forth in Section 7.03(aprovisions of the foregoing clauses (a), (b), (c) and (c)d) of this Section 9.3. (ef) The Amended Parent Charter, in the form attached hereto as Exhibit F, shall have been filed with, and declared effective by, the Delaware Secretary of State. (g) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Daya certificate, dated as of the Closing Date, to signed by the effect thatSecretary of Parent attaching true, on correct and complete copies of (i) the basis amended and restated certificate of factsincorporation of Parent, representationscertified as of a recent date by the Secretary of State of the State of Delaware; (ii) bylaws of Parent, assumptions and exclusions set forth or referred to in such opinion(iii) copies of resolutions duly adopted by the Board of Directors of Parent authorizing this Agreement, the Merger will qualify for U.S. federal income Tax purposes Additional Agreements to which Parent is a party and the transactions contemplated hereby and thereby and the Parent Proposals; and (iv) a certificate of good standing of Parent, certified as of a “reorganization” within recent date by the meaning Secretary of Section 368(a) State of the Code State of Delaware. (h) The Company shall have received a certificate, dated as of the “Company Tax Opinion”). In rendering such opinionClosing Date, Xxxxxx & Xxxxxxx LLP signed by the Secretary of Merger Sub attaching true, correct and complete copies of (i) copies of resolutions duly adopted by the Board of Directors and sole stockholder of Merger Sub authorizing this Agreement, the Additional Agreements to which Merger Sub is a party and the transactions contemplated hereby and thereby and (ii) a certificate of good standing of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware. (i) Each of Parent, Sponsor or Xxxxx Dayother stockholder of Parent, as applicable, shall be entitled have executed and delivered to receive and rely upon representationsthe Company a copy of each Additional Agreement to which Parent, warranties and covenants of officers Sponsor or such other stockholder of Parent, Merger Sub as applicable, is a party. (j) The size and composition of the Company and any post-Closing Parent Board of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms Directors shall have been appointed as set forth in Section 6.19(b2.8. (k) of the The Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter Closing Cash shall be dated as at least equal to $50 million, net of the date of such opinion(i) Company Expenses and (ii) Parent Expenses.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect the Merger is also shall be further subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, i) the representations and warranties of Parent and Merger Sub contained set forth in Section 5.01, 4.2 shall be true and correct in all respects as of the Effective Time as though made on and as of such time and (ii) the representations and warranties of Parent and Merger Sub set forth in this Agreement (other than Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 4.2) shall be true and correct as of the date of this Agreement and at and as of the Closing Effective Time as though made at on and as of such time date except where the failure of any such representations and warranties to be so true and correct (orwithout giving effect to any “materiality” or “Material Adverse Effect” or similar qualifiers set forth therein), if made as individually or in the aggregate, does not, and would not reasonably be expected to, prevent, materially delay or materially impede the consummation of a specific date, at and as of such date).the transactions contemplated hereby; (b) Each each of Parent and Merger Sub shall have performed in all material respects the obligations, and complied in all obligations material respects with the agreements and agreements contained in this Agreement covenants, required to be performed by or complied with by it under this Agreement at or prior to or on the Closing Date.; and (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as certificates of the Closing Date, signed by Chief Executive Officer or the chief executive officer and chief financial officer Chief Financial Officer of each of Parent to evidence satisfaction of and Merger Sub, certifying that the conditions set forth in Section 7.03(a), Sections 7.3(a) and (b) and (c)have been satisfied. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) The the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of the Parent and Merger Sub contained set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and Effective Time as though made as of the Closing as though made at Effective Time (provided, however, that to the extent such representation or warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such time (or, if made as of a specific date, at and as of such earlier date). (b) Each of Parent , except for any untrue or incorrect representation and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to havewarranty that, individually or in the aggregate, do not have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) each of the Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (d) The no material Legal Proceedings shall be pending or threatened against Parent or the Acquisition Subsidiary and no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (b) and (c) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent and its Subsidiaries) of this Section 5.3 is satisfied in all respects; (f) the Company shall have received from Gottbetter & Partners, LLP, counsel to the Parent and the Acquisition Subsidiary, an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Company and dated as of the Closing Date; (g) the total number of shares of Parent Common Stock issued and outstanding immediately after the Effective Time, shall equal 30,000,000 shares, after giving effect to a 15 for 1 forward stock split and the Split-Off, but excluding (i) the shares of Parent Common Stock to be issued to investors in the Private Placement Offering, (ii) the issuance of the Merger Shares to be issued to Company Stockholders; and (iii) the issuance of shares of Parent Common Stock underlying warrants to be issued to investors in the Private Placement Offering (upon the exercise thereof). (h) Xxxxxx Xxxxxx shall have an employment agreement mutually satisfactory to the Company, the Parent and Xx. Xxxxxx; (i) the Parent shall have adopted the Parent 2012 Equity Incentive Plan; (j) the Company shall have received a certificate of Parent, dated ’s transfer agent and registrar certifying that as of the Closing Date, signed by the chief executive officer and chief financial officer Date there are 120,000,000 post-split shares of Parent Common Stock issued and outstanding (without giving effect to evidence satisfaction the retirement, pursuant to the Split-Off, of the conditions set forth in Section 7.03(a)90,000,000 post-split shares of Parent Common Stock, (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, such transactions to be effected immediately prior to or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Effective Time, after which cancelation and retirement there will be 30,000,000 shares of Parent Common Stock issued and outstanding); (k) contemporaneously with the closing of the Merger, the Parent, the Split-Off Subsidiary, and the Buyer shall execute the Split-Off Agreement, which Split-Off shall be effective concurrent with the Closing Date, of the Merger; (l) after giving prior effect to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinionSplit-Off, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within Parent shall have no liabilities; and (m) there shall have been no material adverse changes to the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of ’s business since the date of such opinionthis Agreement; and (n) each of Xxxxxx Xxxxxx and Xxxxxx Xxxxxx shall be appointed as the Parent’s Chief Executive Officer and Chief Financial Officer, respectively; and (o) each of Xxxxxx Xxxxxx (Chairman), Xxxxxx Xxxxxx and Xxxxxx Xxxxxx shall be appointed to serve on the Board of Directors of Parent.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) The the Buyer shall have effected all of the registrations, filings and notices, including those referred to in Section 4.2, which are required on the part of the Buyer; (b) (x) the representations and warranties of Parent the Buyer and Merger Sub contained the Transitory Subsidiary set forth in the first sentence of Section 3.1 and Section 3.3 and any representations and warranties of the Buyer and the Transitory Subsidiary set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, except to the extent such representations and warranties are specifically made as of a particular date or as of the date of this Agreement (in which case such representations and warranties shall be true and correct as of such date), and (y) the representations and warranties of the Buyer and the Transitory Subsidiary set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Effective Time as though made at and as of such time (or, if made as of a specific date, at and as of such date)the Effective Time, except for such failures (A) where the failure to be true and correct as would not reasonably be expected to have, individually or in the aggregate, have a Parent Buyer Material Adverse Effect; provided that notwithstanding Effect and (B) except to the foregoing, the extent such representations and warranties are specifically made as of Parent a particular date or as of the date of this Agreement (in which case such representations and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 warranties shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date).; (bc) Each each of Parent the Buyer and Merger Sub the Transitory Subsidiary shall have performed or complied with in all material respects all obligations its agreements and agreements contained in this Agreement covenants required to be performed or complied with by it under this Agreement as of or prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.Effective Time; (d) The no Legal Proceeding shall be pending or threatened which would have a Buyer Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Buyer shall have delivered to the Company a certificate (the “Buyer Certificate”) to the effect that each of the conditions specified in clauses (a) through (d) of this Section 5.3 is satisfied in all respects; and (f) the Company shall have received a certificate such other certificates and instruments (including without limitation certificates of Parent, dated as good standing of the Closing DateBuyer and the Transitory Subsidiary in their jurisdiction of organization, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a)certified charter documents, (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated certificates as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants incumbency of officers of Parent, Merger Sub and the Company and any adoption of their respective Affiliates and Representatives, authorizing resolutions) as it shall reasonably request in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially connection with the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionClosing.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The Other than the representations and warranties of Parent Holdings and Merger Sub contained in Sections 4.1, 4.3, 4.4 and 4.11, the representations and warranties of Holdings and Merger Sub contained in this Agreement Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be have been true and correct as of the date of this Agreement and at shall be true and correct on and as of the Closing (without regard to any qualifications therein Date with the same force and effect as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific dateon the Closing Date except (a) in each case, at and as of such date)or in the aggregate, except for such failures where the failure to be so true and correct as would not reasonably be expected to havehave a Material Adverse Effect (without giving effect to any references therein to any Material Adverse Effect or other materiality qualifications) or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, individually or subject to the qualifications as set forth in the aggregatepreceding clause (a), a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the as of such particular date). The representations and warranties of Parent Holdings and Merger Sub contained in Section 5.01Sections 4.1, Section 5.024.3, Section 5.03, Section 5.04, Section 5.05, Section 5.13 4.4 and Section 5.15 4.11 shall be have been true and correct in all material respects as of the date of this Agreement and at shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though if made at on and as of such time date (or, if except to the extent such representations and warranties are specifically made as of a specific particular date, at in which case such representations and warranties shall be true and correct as of such date). (b) Each of Parent Holdings and Merger Sub shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements contained in conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it them prior to or on the Closing Date. (c) Since the date of this Agreement, there No injunction or restraining order shall not have been issued by any eventGovernmental Authority, occurrenceand be in effect, condition, change, development, state of facts which restrains or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectprohibits any material transaction contemplated hereby. (d) The Company Significant Subsidiary Acquisitions (and no other acquisitions or other business combinations with businesses that are not Significant Subsidiaries) shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)closed or be simultaneously closing. (e) The ownership of Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to Parent in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx DayHoldings, as applicablerepresented by the Equity Consideration, shall be entitled consistent with the definition of “Equity Consideration” and Section 4.3(b). (f) Fifth Third shall have consented to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Closing. (g) The Preferred Stock Escrow Amount shall have been deposited by Parent or Holdings in an escrow account with the Escrow Agent pursuant to terms acceptable to the Company. (h) The Preferred Stock Redemption Amount shall have been paid to the Company Parent by wire transfer of immediately available funds. (i) The PPP Loans shall have been forgiven. (j) All closing conditions to a SPAC Merger Closing meeting the requirements of this Agreement shall have been satisfied, except for the stockholder votes of the respective parties. (k) Company Parent shall have the benefit of commercially reasonable antidilution protections, tag along rights and any other stockholder protection rights under the Certificate of their respective Affiliates and RepresentativesIncorporation Holdings or a stockholders’ agreement, in or both. (l) Holdings shall have delivered each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially of the forms closing deliverables set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion2.3(b).

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger Closing is also subject to the satisfaction satisfaction, or the waiver in the Company’s sole and absolute discretion, of all of the following further conditions: (a) Parent and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective obligations and covenants hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by the Company Parent or Merger Sub, as applicable, at or prior to the Effective Time of the following conditions:Closing Date. (ab) The representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or Date in all material adverse effect)respects, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific an earlier date, in which case such representation and warranty shall be true and correct in all material respects at and as of such earlier date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been occurred any eventEffect in respect of Parent that individually, occurrenceor together with any other Effect since the date of this Agreement, condition, change, development, state of facts or circumstance that has had, had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect in respect of Parent which is continuing and uncured. (d) The Company shall have received a certificate signed by the Chief Executive Officer of ParentParent accuracy of the provisions of the foregoing clauses (a), (b) and (c) of this Section 9.3. (e) The Amended Parent Charter, in form and substance reasonably acceptable to Parent and the Company, shall have been filed with, and declared effective by, the Delaware Secretary of State. (f) The Company shall have received a certificate, dated as of the Closing Date, signed by the chief executive officer and chief financial officer Secretary of Parent to evidence satisfaction attaching true, correct and complete copies of (i) the amended and restated certificate of incorporation of Parent, certified as of a recent date by the Secretary of State of the conditions set forth in Section 7.03(a)State of Delaware; (ii) bylaws of Parent, (biii) copies of resolutions duly adopted by the Board of Directors of Parent authorizing this Agreement, the Additional Agreements to which Parent is a party and the transactions contemplated hereby and thereby and the Parent Proposals; and (c)iv) a certificate of good standing of Parent, certified as of a recent date by the Secretary of State of the State of Delaware. (eg) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Daya certificate, dated as of the Closing Date, to signed by the effect thatSecretary of Merger Sub attaching true, on correct and complete copies of (i) copies of resolutions duly adopted by the basis Board of facts, representations, assumptions Directors and exclusions set forth or referred to in such opinionsole stockholder of Merger Sub authorizing this Agreement, the Additional Agreements to which Merger will qualify for U.S. federal income Tax purposes Sub is a party and the transactions contemplated hereby and thereby and (ii) a certificate of good standing of Merger Sub, certified as of a “reorganization” within recent date by the meaning Secretary of Section 368(a) State of the Code State of Nevada. (the “Company Tax Opinion”). In rendering such opinionh) Each of Parent, Xxxxxx & Xxxxxxx LLP Sponsor or Xxxxx Dayother stockholder of Parent, as applicable, shall be entitled have executed and delivered to receive and rely upon representationsthe Company a copy of each Additional Agreement to which Parent, warranties and covenants of officers Sponsor or such other stockholder of Parent, Merger Sub as applicable, is a party. (i) The size and composition of the Company and any post-Closing Parent Board of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms Directors shall have been appointed as set forth in Section 6.19(b2.8. (j) The Parent Closing Cash shall be an amount at least equal to the PIPE Financing Amount. (k) The Company shall have received a copy of the Escrow Agreement, duly executed by Parent, the Parent Disclosure Letter Representative and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionEscrow Agent.

Conditions to Obligations of the Company. The obligations of the Company to effect the Merger is also are further subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01Sections 5.1 and 5.2 shall be true and correct (except for any de minimis failure to be true and correct) at and as of the Closing Date as if made on the Closing Date (except to the extent such representations and warranties are made as of a specific date, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 in which case such representations and Section 5.15 warranties shall be true and correct as of the date such date), and (ii) all other representations and warranties of this Agreement Parent and Merger Sub contained in Article V hereof shall be true and correct (disregarding all qualifications or limitations as to "materiality" or words of similar import) at and as of the Closing Date as though if made at on the Closing Date (except to the extent such representations and as of such time (or, if warranties are made as of a specific date, at in which case such representations and warranties shall be true and correct as of such date)., except where the failure of any such representation or warranty to be true has not, and would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement; (b) Each each of Parent and Merger Sub shall have performed in all material respects the obligations, and complied in all obligations material respects with the agreements and agreements contained in this Agreement covenants, required to be performed by or complied with by it under this Agreement at or prior to or on the Closing Date.Effective Time; and (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received delivered to the Company a certificate of Parent, dated as of the Closing Datecertificate, signed by the its chief executive officer and chief financial officer or another of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Dateits senior officers, to the effect that, on that the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth conditions contained in Section 6.19(b8.3(a) of the Parent Disclosure Letter and Section 6.19(b(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionhave been satisfied in all respects.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The Other than the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true Section 4.01 and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoingSection 4.04, the representations and warranties of Parent and Merger Sub contained in Section 5.01this Agreement, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 the Ancillary Documents and Section 5.15 any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Parent and Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. Solely for purposes of determining compliance with this Section 7.03(a), the term “material” and “in all material respects” shall mean a failure of any such representations or warranties of Parent and Merger Sub referred to above which result, or would reasonably be expected to result, in Losses to the Company after Closing in an amount in excess of $1,000,000 in the aggregate. (b) Each of Parent and Merger Sub shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements contained in conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it them prior to or on the Closing Date. (c) Since the date of this Agreement, there No Action shall not have been any eventcommenced against the Company, occurrence, condition, change, development, state of facts the Included Subsidiary or circumstance the Excluded Subsidiary that has hadnot been withdrawn and which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority and be in effect, which restrains or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectprohibits any transaction contemplated hereby. (d) The Company No injunction or restraining order shall have received a certificate of Parentbeen issued by any Governmental Authority, dated as of the Closing Dateand be in effect, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)which restrains or prohibits any material transaction contemplated hereby. (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLPapprovals, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions consents and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms waivers set forth in Section 6.19(b7.03(e) of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to the Company at or prior to the Closing. (f) Parent Disclosure Letter and Section 6.19(b) shall have delivered each of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionclosing deliverables set forth in Section 2.03(b).

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company's waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The Other than the representations and warranties of Foreign Parent, Parent and Merger Sub contained in Section 3.1, Section 3.2, Section 3.3(f) and Section 3.4, the representations and warranties of Foreign Parent, Parent and Merger Sub contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, at and the accuracy of which shall be determined as of such datethat specified date in all respects), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the . The representations and warranties of Foreign Parent, Parent and Merger Sub contained in Section 5.013.1, Section 5.023.2, Section 5.03, Section 5.04, Section 5.05, Section 5.13 3.3(f) and Section 5.15 3.4 shall be true and correct in all respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Foreign Parent, Parent and Merger Sub shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements contained in conditions required by this Agreement to be performed or complied with by it them prior to or on the Closing Date. (c) Since the date of this Agreement, there No Legal Proceeding shall not have been commenced against Foreign Parent, Parent, Merger Sub or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any eventGovernmental Body, occurrenceand be in effect, condition, change, development, state of facts which restrains or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectprohibits any transaction contemplated hereby. (d) The Company All approvals, consents and waivers that are listed on Section 4.3(d) of the Parent Disclosure Schedules shall have received a certificate of Parentbeen received, dated as of and executed counterparts thereof shall have been delivered to the Closing Date, signed by Company at or prior to the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c)Closing. (e) The Evidence of book entry notations in the records of the transfer agent in the names of (i) each Stockholder and Company Debtholder evidencing such Person’s Pro Rata Merger Consideration to be issued at the Effective Time as shown on Schedule 1.5(a) and Schedule 1.5(c), and (ii) the Escrow Agent evidencing the Stockholder Escrow Shares. (f) Foreign Parent shall have received an opinion from deposited with the Escrow Agent the certificates representing the Stockholder Escrow Shares; (g) Foreign Parent shall have deposited as provided in Section 8.1(d) the cash in the amount of the Stockholder Representative Expense Fund; (h) The Redomiciliation shall have become effective, and the terms of the Redomiciliation and all proceedings, stock issuances, listings, registrations, filings and approvals in connection therewith shall be satisfactory to the Stockholder Representative; (i) The arrangements for the cancellation of indebtedness of the Company to Xxxxx Xxxxxx & Xxxxxxx LLPand his Affiliates and for the issuance of Company Common Stock in exchange therefor (which Company Common Stock will be converted to Foreign Parent Stock in the Merger in accordance with Section 1.5) shall have been completed in a manner satisfactory to the Stockholder Representative; (j) The parties to the November 23, 2013 SPA shall have agreed in writing, which shall be satisfactory to the Stockholder Representative, that the Merger is a Qualified Financing and no Foreign Parent shares or other securities have been or will be issued pursuant to the anti-dilution provisions thereof as the result of the execution of this Agreement and the consummation of the Merger or thereafter for any other issuances; (k) The Stockholder Representative shall have approved the forms of the Continuing Employee Employment Agreements delivered pursuant to Section 4.2(e)(ix); (l) The arrangements made with respect to Company employee deferred compensation and the form of Continuing Employee RSU Agreements shall have been approved by the Stockholder Representative; and (m) The Foreign Parent shall have delivered to the Stockholder Representative each of the following closing deliverables: (i) resolutions of the board of directors of each of Foreign Parent, Parent and Merger Sub authorizing the Merger, approving this Agreement and, by the Foreign Parent board of directors, the issuance of the Aggregate Merger Consideration, and of resolutions of the stockholders of Foreign Parent approving the Issuance Proposal; (ii) a good standing certificate for Foreign Parent, or if its equivalent from the Israel Registrar of Companies, and a long form good standing certificate for Parent and Merger Sub as issued by the Secretary of State, or other appropriate agency, of the state of Parent’s and Merger Sub’s domicile, each dated within ten (10) days prior to the Closing Date; (iii) resolutions of the board of directors of Foreign Parent appointing Xxxxx Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as a director of Foreign Parent as of the Closing DateEffective Time; (iv) Officer’s Certificates of each of Foreign Parent, Parent and Merger Sub in form reasonably acceptable to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as Stockholder Representative; (v) a “reorganization” within the meaning of Section 368(a) counterpart of the Code Escrow Agreement duly executed by Foreign Parent; (vi) a counterpart of the “Company Tax Opinion”Registration Rights Agreement duly executed by Foreign Parent; (vii) a counterpart of the Unilateral Letter of Understanding duly executed by certain stockholders of Foreign Parent; (viii) a counterpart of each noncompetition agreement, Continuing Employee Employment Agreement and Continuing Employee RSU Agreements delivered pursuant to Section 4.2(e)(vii). In rendering , (ix) and (x); (ix) noncompetition, confidentiality, nonsolicitation and intellectual property right assignments from such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, employees of Foreign Parent and its Affiliates as applicable, shall may be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and requested by the Company and any of their respective Affiliates and Representatives, in each case, Stockholder Representative; (x) legal opinions in form and substance reasonably satisfactory scope reasonable acceptable to the Stockholder Representative from Israeli counsel to the Foreign Parent and legal counsel to the Foreign Parent, Parent and Merger Sub as to such counsel, including Tax representation letters in substantially matters as shall be specified by the forms set forth in Section 6.19(bStockholder Representative; and (xi) of the Parent Disclosure Letter and Section 6.19(b) of such other documents or instruments as the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of or the date of such opinionStockholder Representative reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) The the Parent shall have obtained (and shall have provided copies thereof to the Company) the written consents of (i) all of the members of its Board of Directors, (ii) all of the members of the Board of Directors of Acquisition Subsidiary, and (iii) the sole stockholder of Acquisition Subsidiary, in each case to the execution, delivery and performance by each such entity of this Agreement and/or the other Transaction Documents to which each such entity a party, in form and substance reasonably satisfactory to the Company; (b) the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent or any of its Subsidiaries, except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Parent and Merger Sub contained set forth in this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and Effective Time as though made as of the Closing as though made at Effective Time (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such time (or, if made as of a specific date, at and as of such earlier date). (b) Each of Parent , except for any untrue or incorrect representations and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to havewarranties that, individually or in the aggregate, do not have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) The Company each of the Parent and the Acquisition Subsidiary shall have received a certificate of Parent, dated performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c).Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (a) and (e) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Parent or the Acquisition Subsidiary) of this Section 5.3 is satisfied in all respects; (g) The Parent shall have delivered to the Company a certificate, validly executed by Secretary of the Parent, certifying as to (i) true, correct and complete copies of its Articles of incorporation and bylaws; (ii) the valid adoption of resolutions of the board of directors and stockholders of the Parent or Acquisition Subsidiary, as applicable (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and, if requested, the requisite vote of the stockholders of Parent or the Acquisition Subsidiary, as applicable); (iii) a good standing certificate from the Secretary of State of the State of Florida, applicable to Parent and of the State of Delaware, applicable to Acquisition Subsidiary, dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Parent or the Acquisition Subsidiary, as applicable, executing this Agreement or any other agreement contemplated by this Agreement. (h) the Company shall have received an opinion official stockholder list from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated Parent’s transfer agent and registrar showing that as of the Closing Date, immediately prior to the effect thatEffective Time there are 12,500,000 shares of Parent Common Stock issued and outstanding; (i) the Parent shall have delivered to the Company (i) evidence that the Parent’s Board of Directors is authorized to consist of three (3) individuals, on including Exxxxx Xxxxxx, who will continue to serve as a director after the basis Effective Time, (ii) evidence of factsthe appointment of the following two (2) persons (Yxxx Xxxxx and Mxxxx Xxxxxxx) to serve as directors immediately following the Effective Time; and (iii) evidence of the appointment of executive officers of the Parent, representationsincluding Mxxxx Xxxxxxx, assumptions who will serve as President, Chief Executive Officer and exclusions set forth or referred to Chairman of the board immediately following the Effective Time as shall have been designated by the Company; and (j) the Parent shall be in such opinioncompliance in all material respects with all requirements of applicable securities laws, including, without limitation, the Merger will qualify for U.S. federal income Tax purposes filing of reports required by the Exchange Act, and shall have taken all actions with respect thereto as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and required or reasonably requested by the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionconnection therewith.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is transactions contemplated hereby shall also be subject to the satisfaction or (to the extent permitted by applicable Law) waiver by the Company at or prior to the Effective Time Closing, of each of the following additional conditions: (a) The each of the representations and warranties of Parent Parent, Merger Sub and Merger Sub 2 (i) contained in this Agreement Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5(a)(i), and Section 4.10 (the “Parent Fundamental Representations”) shall be have been true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein Date as to materiality or material adverse effect), as though if made at on and as of such time date (or, if except to the extent such representations and warranties are expressly made as of a specific date, at in which case such representations and warranties shall be true and correct in all respects as of such date), and (ii) contained in Article IV(other than the Parent Fundamental Representations), shall be true and correct in all respects (without giving effect to any limitation as to materiality set forth therein, including “Parent Material Adverse Effect,” “in all material respects,” “material” or “materially”) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for to the extent such failures representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be true and correct in all respects as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be true and correct as in all respects, individually or in the aggregate, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date).; (b) Each of Parent Parent, Merger Sub and Merger Sub 2 shall have performed or complied in all material respects all obligations with each of its obligations, agreements and agreements contained in covenants required under this Agreement to be performed or complied with by it on or prior to or on the Closing Date.Closing; (c) Since since the date of this Agreement, there shall not have been occurred any event, occurrence, condition, change, development, state of facts Parent Material Adverse Effect or circumstance any Effect that has had, or would reasonably be expected to havewould, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.; (d) The the Company shall have received a certificate signed by an executive officer of Parent certifying, on behalf of Parent, dated as of to the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions matters set forth in Section 7.03(a), (b6.3(a)and Section 6.3(b) and (cSection 6.3(c).; and (e) The Company the shares of Parent Common Stock issuable as the aggregate Per Share Stock Consideration pursuant to this Agreement shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, been approved for listing on the basis NYSE, subject to official notice of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionissuance.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) The the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent or any of its Subsidiaries, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of the Parent and Merger Sub contained set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and Effective Time as though made as of the Closing as though made at Effective Time (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such time (or, if made as of a specific date, at and as of such earlier date). (b) Each of Parent , except for any untrue or incorrect representation and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to havewarranty that, individually or in the aggregate, do not have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) each of the Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except when any non-performance or non-compliance does not have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions; (d) The no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (b) and (c) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent, the Acquisition Subsidiary or LLC) of this Section 5.3 is satisfied in all respects; (f) the Company shall have received from Gottbetter & Partners, LLP, counsel to the Parent and the Acquisition Subsidiary, an opinion with respect to the matters set forth in Exhibit E attached hereto, addressed to the Company and dated as of the Closing Date; (g) the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall equal 7,333,339 shares, after giving effect to the Stock Split and the Share Contribution, but excluding (i) the shares of Parent Common Stock to be issued to accredited investors in the Private Placement Offering, (ii) the Merger Shares, (iii) the Parent Warrants, (iv) warrants to purchase shares of Parent Common Stock to be issued to financial advisors in connection with the Private Placement Offering and (v) the shares of Parent Common Stock to be issued pursuant to the Private Sale Agreement; (h) the employment and/or consulting agreements between the Company and each of Xxxxxxx Xxxxxx, Xxxx Xxxxx and Xxxx Fares shall be in effect and shall have been assumed by the Parent; (i) the Parent shall have adopted the Parent Option Plan; (j) the Company shall have received a certificate of Parent, dated ’s transfer agent and registrar certifying that as of the Closing Date, signed by the chief executive officer and chief financial officer Date there are 42,253,972 shares of Parent Common Stock issued and outstanding (without giving effect to evidence satisfaction the 34,920,633 shares of Parent Common Stock to be retired in connection with the Split-Off, after which retirement there will be 7,333,339 shares of Parent Common Stock issued and outstanding); (k) the Parent’s Board of Directors shall be authorized to consist of nine members; (l) contemporaneously with the closing of the conditions set forth in Section 7.03(a)Merger, (b) the Parent, LLC, and (c).the Buyer shall execute the Split-Off Agreement, which Split-Off is effective simultaneous with the Effective Time; and (em) The Company the Parent shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP changed its name to such name as is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, acceptable to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionCompany.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) The the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of the Parent and Merger Sub contained set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and Effective Time as though made as of the Closing as though made at Effective Time (provided, however, that to the extent such representation or warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such time (or, if made as of a specific date, at and as of such earlier date). (b) Each of Parent , except for any untrue or incorrect representation and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to havewarranty that, individually or in the aggregate, do not have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) each of the Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (d) The no material Legal Proceedings shall be pending or threatened against Parent or the Acquisition Subsidiary and no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (b) and (c) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent and its Subsidiaries) of this Section 5.3 is satisfied in all respects; (f) the Company shall have received from Gottbetter & Partners, LLP, counsel to the Parent and the Acquisition Subsidiary, an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to the Company and the Placement Agent and dated as of the Closing Date; (g) the total number of shares of Parent Common Stock issued and outstanding immediately after the Effective Time, shall equal 7,000,000 shares, after giving effect to a 2.02898 for 1 forward stock split, the Split-Off, and the cancellation of 500,000 pre-split shares, but excluding (i) the shares of Parent Common Stock to be issued to investors in the Private Placement Offering, (ii) the issuance of the Merger Shares to be issued to Company Stockholders and the holders of the Parent Options and Parent Bridge Warrants (upon the exercise of such Parent Options and Parent Bridge Warrants) in connection with the Merger; and (iii) the issuance of shares of Parent Common Stock underlying warrants (A) to be issued to investors in the Private Placement Offering (upon the exercise thereof); and (B) to be issued to the Placement agent in the Private Placement Offering (upon the exercise of warrants to be issued to the Placement Agent in connection with the sale of units under the Private Placement Offering). (h) Fxxxx Xxxxxxxx shall have an employment agreement mutually satisfactory to the Company, the Parent and Mx. Xxxxxxxx; (i) the Parent shall have adopted the Parent Option Plan; (j) the Company shall have received a certificate of Parent, dated ’s transfer agent and registrar certifying that as of the Closing Date, signed by the chief executive officer and chief financial officer Date there are 22,762,027 post-split shares of Parent Common Stock issued and outstanding (without giving effect to evidence satisfaction the cancellation of 1,014,490 shares of Parent Common Stock and the retirement, pursuant to the Split-Off, of 14,747,555 post-split shares of Parent Common Stock, such transactions to be effected immediately after the Effective Time, after which cancelation and retirement there will be 7,000,000 shares of Parent Common Stock issued and outstanding); (k) contemporaneously with the closing of the conditions set forth in Section 7.03(a)Merger, (b) the Parent, the Split-Off Subsidiary, and (c).the Buyer shall execute the Split-Off Agreement, which Split-Off shall be effective immediately following the Closing of the Merger; (el) The Company after giving prior effect to the Split-Off, the Parent shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling no liabilities; (m) the Parent shall have filed with the SEC and transmitted to deliver such opinion, from Xxxxx Day, dated as its shareholders of record at least 10 days prior to the Closing Date, the information required by Rule 14f-1 under the Exchange Act; and (n) that there have been no material adverse changes to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of ’s business since the date of such opinionthis Agreement.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger Closing is also subject to the satisfaction satisfaction, or the waiver in the Company’s sole and absolute discretion, of all of the following further conditions: (a) Parent and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective obligations and covenants hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by the Company Parent or Merger Sub, as applicable, at or prior to the Effective Time of the following conditions:Closing Date. (ab) The representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or Date in all material adverse effect)respects, as though if made at and as of such time date (or, if except to the extent that any such representation and warranty is made as of a specific an earlier date, in which case such representation and warranty shall be true and correct in all material respects at and as of such earlier date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been occurred any eventEffect in respect of Parent that individually, occurrenceor together with any other Effect since the date of this Agreement, condition, change, development, state of facts or circumstance that has had, had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect in respect of Parent which is continuing and uncured. (d) The Company shall have received a certificate signed by the Chief Executive Officer of ParentParent accuracy of the provisions of the foregoing clauses (a), (b) and (c) of this Section 9.3. (e) The Amended Parent Charter, in form and substance reasonably acceptable to Parent and the Company, shall have been filed with, and declared effective by, the Delaware Secretary of State. (f) The Company shall have received a certificate, dated as of the Closing Date, signed by the chief executive officer and chief financial officer Secretary of Parent to evidence satisfaction attaching true, correct and complete copies of (i) the second amended and restated certificate of incorporation of Parent, certified as of a recent date by the Secretary of State of the conditions set forth in Section 7.03(a)State of Delaware; (ii) bylaws of Parent, (biii) copies of resolutions duly adopted by the Board of Directors of Parent authorizing this Agreement, the Additional Agreements to which Parent is a party and the transactions contemplated hereby and thereby and the Parent Proposals; and (c)iv) a certificate of good standing of Parent, certified as of a recent date by the Secretary of State of the State of Delaware. (eg) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Daya certificate, dated as of the Closing Date, to signed by the effect thatSecretary of Merger Sub attaching true, on correct and complete copies of (i) copies of resolutions duly adopted by the basis Board of facts, representations, assumptions Directors and exclusions set forth or referred to in such opinionsole shareholder of Merger Sub authorizing this Agreement, the Additional Agreements to which Mxxxxx Sub is a party and the transactions contemplated hereby and thereby and (ii) a certificate of good standing of Merger will qualify for U.S. federal income Tax purposes Sub, certified as of a “reorganization” within recent date by the meaning of Section 368(a) Companies Registry of the Code Cayman Islands. (the “Company Tax Opinion”). In rendering such opinionh) Each of Parent, Xxxxxx & Xxxxxxx LLP Sponsor or Xxxxx Dayother stockholder of Parent, as applicable, shall be entitled have executed and delivered to receive and rely upon representationsthe Company a copy of each Additional Agreement to which Parent, warranties and covenants of officers Sponsor or such other stockholder of Parent, Merger Sub as applicable, is a party. (i) The size and composition of the Company and any post-Closing Parent Board of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms Directors shall have been appointed as set forth in Section 6.19(b2.8. (j) The Company shall have received a copy of the Escrow Agreement, duly executed by Pxxxxx, the Parent Disclosure Letter Representative and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionEscrow Agent.

Conditions to Obligations of the Company. The obligations of the Company to effect the Merger is are also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) The (i) Parent and Merger Sub shall each have performed all of its obligations hereunder required to be performed by it at or prior to the Effective Time, except where any failure to perform would not, individually or in the aggregate, materially impair or significantly delay the consummation of the Merger; (ii) (A) each of the representations and warranties of Parent and or Merger Sub contained in this Agreement which are qualified by a Parent Material Adverse Effect or words of similar effect shall be true and correct (except to the extent such representations and warranties expressly relate to a specific date or as of the date hereof, in which case such representations and warranties shall be true and correct as of such date) and (B) each of the date representation and warranties of Parent or Merger Sub contained in this Agreement which are not so qualified shall be true and at correct (except to the extent such representations and warranties expressly relate to a specific date or as of the Closing (without regard to any qualifications therein as to materiality or date hereof, in which case such representations and warranties shall be true and correct in all material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and respects as of such date), except for such failures to be true and correct as would not reasonably be expected to haveinaccuracies as, individually or in the aggregate, would not have a Parent Material Adverse Effect; provided that notwithstanding and (iii) the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief an executive officer and chief financial officer of each of Parent and Merger Sub as to evidence satisfaction of compliance with the conditions set forth in Section 7.03(athis paragraph 6.3(a), ; and (b) and (c). (e) The the Company shall have received an the opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling of tax counsel to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, Company to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, that the Merger will qualify be treated for U.S. federal income Tax tax purposes as a “reorganization” tax-free reorganization within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinionCode, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and which opinion may rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms representations set forth in Section 6.19(b) of the Parent Disclosure Letter certificates in customary form as are reasonably requested by such tax counsel and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter opinion shall be dated as of the date of such opinionnot have been withdrawn or modified in any material respect.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) The the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 3.4 which are required on the part of the Parent, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of the Parent and Merger Sub contained set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and Effective Time as though made as of the Closing as though made at Effective Time (provided, however, that to the extent such representation or warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such time (or, if made as of a specific date, at and as of such earlier date). (b) Each of Parent , except for any untrue or incorrect representation and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to havewarranty that, individually or in the aggregate, do not have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) each of the Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (d) The no material Legal Proceedings shall be pending or threatened against Parent or the Acquisition Subsidiary and no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate of its Chief Executive Officer to the effect that each of the conditions specified in clauses (b) and (d) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent and its Subsidiaries) of this Section 5.3 is satisfied in all respects; (f) each of the Parent and the Acquisition Subsidiary shall have delivered to the Company: (i) a certified charter document and good standing certificate, each dated as of a date within thirty (30) days prior to the Effective Time from the secretary of state of its jurisdiction of incorporation; (ii) the Bylaws of the Parent and the Acquisition Subsidiary; (iii) resolutions of the Parent’s and Acquisition Subsidiary’s Board of Directors approving this Agreement and the other Transaction Documentation and the transactions contemplated hereby and thereby, certified by the Chief Executive Officer of the Parent and the Acquisition Subsidiary; and (iii) resolutions of the Acquisition Subsidiary’s stockholders approving this Agreement and the other Transaction Documentation and the transactions contemplated hereby and thereby, certified by the Chief Executive Officer of the Acquisition Subsidiary; (g) the Parent shall have delivered to the Company a certificate of its Chief Executive Officer to the effect that the Parent has satisfied in full all payment and other obligations set forth in, and has in all respects fully complied with, the Parent’s Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code on June 15, 2012 (the “Plan of Reorganization”), as such Plan of Reorganization was confirmed by the United States Bankruptcy Court, Southern District of New York; (h) excluding (i) the Series B Preferred Shares to be issued to investors in the PPO, (ii) the issuance of the Merger Shares to be issued to Company Stockholders, and (iii) the Series B Preferred Shares to be issued to the holders of the Parent Options, the New Options, the Parent Warrants and the Parent Debt Cancellation Warrants (upon the exercise of such options and warrants), (I) 400,000,000 shares of Parent Common Stock shall be issued and outstanding immediately after the Effective Time, (II) no Series A Preferred Shares shall be issued and outstanding immediately after the Effective Time and (III) 297,468 Series B Preferred Shares shall be issued and outstanding immediately after the Effective Time; (i) the Parent shall have adopted the 2006 Plan; (j) the Parent shall have filed all required federal and state tax returns for the year ended June 30, 2015, and shall have paid all outstanding amounts owed with respect to its federal and state tax returns for the year ended June 30, 2014; (k) the Company shall have received a certificate of Parent, ’s transfer agent and registrar dated as one day prior to the Effective Date certifying the number of shares of Parent Common Stock issued and outstanding; (l) contemporaneously with the closing of the Merger, the Parent and the MomSpot Buyer shall execute the MomSpot Split-Off Agreement, which MomSpot Split-Off shall be effective immediately following the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions Merger; (m) contemporaneously with the closing of the Merger, the Parent and Subsidiaries Buyer shall execute the Subsidiaries Split-Off Agreement; (n) contemporaneously with the closing of the Merger, the Parent and each of the Fund Stockholders shall execute the Indemnity Agreement (“Indemnity Agreement”); and (o) after giving prior effect to the MomSpot Split-Off, the Parent shall have no liabilities (except as set forth out in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) 3.7 of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionSchedule).

Conditions to Obligations of the Company. The obligations obligation of the Company to effect the Merger is also subject to the satisfaction or waiver (where permissible pursuant to applicable Law) by the Company at on or prior to the Effective Time Closing Date of the following conditions: (a) The representations and warranties of Parent and Merger Sub contained set forth in ARTICLE III of this Agreement shall be true and correct as of in all material respects (without giving effect to any limitation indicated by the date of this Agreement and at words “Material Adverse Effect,” “in all material respects,” “in any material respect,” “material,” or “materially”) when made and as of immediately prior to the Closing (without regard to any qualifications therein as to materiality or material adverse effect)Effective Time, as though if made at and as of such time (or, if made except those representations and warranties that address matters only as of a specific particular date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 which shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such that date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations obligations, and complied in all material respects with the agreements contained and covenants in this Agreement required to be performed by or complied with by it at or prior to or on the Closing DateClosing. (c) Since the date of this Agreement, there shall not have been any Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, or any event, occurrence, condition, change, development, state of facts or circumstance effect that has had, or would reasonably be expected to havewould, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on Parent and its Subsidiaries, taken as a whole. (d) The Company Parent and Merger Sub shall have received a certificate of Parentdelivered, dated or causes to be delivered, to the Company or the Company Stockholders, as of applicable, at the Closing, the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth deliveries described in Section 7.03(a), (b) and (c1.8(b). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, Parent Common Stock shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionlisted for trading on a Trading Market.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditionsconditions precedent, each of which may be waived in writing in the sole discretion of the Company: (a) the representations set forth in Sections 4.1, 4.2(a) and 4.4 shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date). The representations and warranties of Parent and Merger Sub the Transitory Subsidiary contained in this Agreement (other than the representations set forth in Sections 4.1, 4.2(a) and 4.4) shall be have been true and correct as of the date of this Agreement and at shall be true and correct on and as of the Closing (without regard to any qualifications therein Date with the same force and effect as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific dateon the Closing Date except (a) in each case, at and as of such date)or in the aggregate, except for such failures where the failure to be true and correct as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect; provided that notwithstanding the foregoingEffect (without giving effect to any references therein to any Parent Material Adverse Effect or other materiality qualifications), the or (b) for those representations and warranties which address matters only as of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 a particular date (which representations shall be have been true and correct correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Parent Disclosure Schedule made or purported to have been made after the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such dateshall be disregarded).; (b) Each each of Parent and Merger Sub Transitory Subsidiary shall have performed or complied, in all material respects all obligations respects, with its agreements and agreements contained in this Agreement covenants required to be performed or complied with by it under this Agreement as of or prior to or on the Closing Date.Closing; (c) Since no judgment, order, decree, stipulation or injunction shall be in effect, that would reasonably be expected to (i) prevent consummation of the transactions contemplated by this Agreement, or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation of such transaction; (d) the Company shall have received the Parent Certificate; (e) there shall have occurred no Change since the date of this AgreementAgreement that, there shall not have been any eventindividually or taken together with all other Changes, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.; (df) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) shares of the Parent Disclosure Letter and Section 6.19(bCommon Stock issuable to the Company Stockholders as provided for in Article II shall have been approved for listing on Nasdaq, subject to official notice of issuance; (g) each of the Company Disclosure Letter, respectively. Each such representation letter Executive Employment Agreements executed by the executives listed on Schedule 1 shall remain in full force and effect; (h) Parent shall have made the payments contemplated to be dated as of delivered by Parent in accordance with Section 2.1(d)(ii); and (i) Parent shall have obtained the date of such opinionRequired Parent Stockholder Vote.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also shall be subject to the satisfaction fulfillment or waiver by the Company Company, at or prior to the Effective Time Closing, of each of the following conditions: (a) The All of the Parent’s and GTI Sub’s Fundamental Representations shall be true and correct in all respects at and as of the Closing. All other representations and warranties of the Parent and Merger the GTI Sub contained in this Agreement shall be true and correct as in all respects (in the case of any representation or warranty qualified by materiality, Material Adverse Effect or similar qualifications) or in all material respects (in the date case of this Agreement and any other representation or warranty) at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at except for such representations and as of such time (or, if warranties that are made as of a another specific datedate which shall be required to be true and correct in all respects or in all material respects, at and as applicable, only as of such date), except for such failures and the Parent and the GTI Sub shall have performed and satisfied in all material respects all covenants and agreements required by this Agreement to be true performed and correct as would not reasonably be expected to have, individually or in satisfied by the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger the GTI Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of at or prior to the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date)Closing. (b) Each of Parent and Merger Sub No Action shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed been commenced or complied with by it prior to threatened against Parent or on GTI Sub or any of the Company or its Subsidiaries that would prevent the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (dc) The Company All consents and Permits of any Person (including any Governmental Authority) shall have been received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to the Company, executed counterparts thereof shall have been delivered to the Company at or prior to the Closing, and no such counselconsent or Permit shall have been revoked. All filings required to be made prior to the Closing Date with, including Tax representation letters and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority or other Person in substantially connection with the forms execution and delivery of this Agreement, the Licenses, and the consummation of the Merger contemplated hereby by the Company, the GTI Sub and the Parent shall have been made or obtained (as the case may be). The Parties shall confer regarding the applicability of the HSR to this Merger. All costs of filings related to HSR, if any, shall be paid by Parent or GTI Sub. (d) The Parent shall have delivered to the parties and in the percentages listed in Exhibit A, cash in an amount equal to the Net Cash Payment by wire transfer of immediately available funds. (e) The Parent shall have delivered the Net Share Consideration to the parties and in the percentages listed on Exhibit A. (f) The Parent shall have delivered to the Company the documents or instruments set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion2.04(c).

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditionsconditions precedent, each of which may be waived (to the extent permitted by Xxx) in writing in the sole discretion of the Company: (a) The no Law, judgment, order, decree, stipulation or injunction of a Governmental Entity shall be in effect that restrains, enjoins or prohibits the consummation of the Merger or has the effect of making the consummation of the Merger illegal; (b) any waiting period (and any extensions thereof) and any approvals or clearances applicable to the consummation of the Merger under the HSR Act shall have expired, or been terminated or obtained, as applicable, and no voluntary agreement with either the Federal Trade Commission or Antitrust Division of the Department of Justice not to consummate the transactions contemplated hereby for any period of time shall be in effect; (c) each of the representations and warranties of Parent and Merger Sub contained set forth in this Agreement ARTICLE IV shall be true and correct in all respects (determined for this purpose without giving effect to any qualifications as to materiality, “Buyer Material Adverse Effect” or similar qualifications) as of the date hereof and as of this Agreement and at and the Closing, as though made as of the Closing (without regard to other than any qualifications therein as to materiality or material adverse effect), as though made at representation and as of such time (or, if warranty expressly made as of a specific earlier date, at which shall have been true and correct as of such earlier date), except for such failures where failure to be so true and correct as would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Buyer Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as ; (d) each of the date of this Agreement Buyer and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent and Merger Sub Transitory Subsidiary shall have performed or complied in all material respects all obligations with its agreements and agreements contained in covenants under this Agreement to the extent required to be performed or complied with by it under this Agreement as of or prior to or on the Closing Date.Closing; (ce) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c).Buyer Certificate; and (ef) The the Company Equityholder Representative shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as a counterpart of the Closing Date, to Escrow Agreement executed by the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub Buyer and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinionEscrow Agent.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The Other than the representations and warranties of Parent Purchaser and Merger Sub contained in Section 3.1, Section 3.3 and Section 3.5, the representations and warranties of Purchaser, and Merger Sub contained in this Agreement and any certificate delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, at and the accuracy of which shall be determined as of such datethat specified date in all respects), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the . The representations and warranties of Parent Purchaser and Merger Sub contained in Section 5.013.1, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 3.3 and Section 5.15 3.5 shall be true and correct in all respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time (or, if made as of a specific date, at and as of such date). (b) Each of Parent Purchaser and Merger Sub shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements contained in conditions required by this Agreement and each of the Transactional Agreements to be performed or complied with by it them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Purchaser and Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Since the date of this Agreement, there No injunction or restraining order shall not have been issued by any eventGovernmental Body, occurrenceand be in effect, condition, change, development, state of facts which restrains or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectprohibits any material transaction contemplated hereby. (d) The Company Purchaser shall have received a certificate of Parent, dated as delivered each of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions closing deliverables set forth in Section 7.03(a), (b) and (c1.13(b). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect the Merger is also further subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Parent and Merger Sub contained set forth herein (other than the representations and warranties as to capitalization of the Parent set forth in this Agreement the first two sentences of Section 3.2 (the "Parent Capitalization Representations") and the representation and warranty set forth in Section 3.9(b)) shall be true and correct in all material respects as of the date of this Agreement and at and as of hereof (except to the Closing (without regard to extent that any qualifications therein as to materiality such representation or material adverse effect), as though made at and as of such time (or, if warranty is expressly made as of a an earlier specific date, at and in which case as of such date), except provided, however, that for purposes of this condition, all such failures representations and warranties (other than the Parent Capitalization Representations and Section 3.9(b)) shall be deemed to be true and correct in all material respects unless the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) results, or would not reasonably be expected to haveresult, individually or in the aggregate, in a Parent Material Adverse EffectEffect on the Parent; provided that notwithstanding (ii) the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 Capitalization Representations shall be true and correct in all respects as of the dates set forth therein, provided, that the condition set forth in this Section 6.2(a)(ii) shall be deemed satisfied if the actual number of shares of Parent Common Stock or other securities outstanding or issuable under Parent Share Options or Parent Notes outstanding as of the date of this Agreement hereof is greater than the number represented in the Parent Capitalization Representations by no more than 0.5%; and at (iii) the representation and warranty set forth in Section 3.9(b) shall be true and correct in all respects as of the Closing as though made at and as date hereof. The Company shall have received a certificate signed on behalf of the Parent by the chief executive officer of the Parent to such time (or, if made as of a specific date, at and as of such date)effect. (b) Each of The Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement required to be performed by them under this Agreement at or complied with by it prior to or on the Closing Date; provided, however, that unintentional breaches shall not be deemed to be a breach for purposes of this Section 6.2(b). The Company shall have received a certificate signed on behalf of the Parent by the chief executive officer of the Parent to such effect. (c) Since Between the date of this AgreementAgreement and the Closing Date, there shall not have been any change, effect, event, occurrence, condition, change, development, development or state of facts with respect to the Parent or circumstance that any of its Subsidiaries which, individually or in the aggregate, has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Parent that has not been cured by the Effective Time. (d) The Company shall have received a certificate of Parent, from WGM an opinion dated as of the Closing Date, signed by the chief executive officer Date and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, stating that the Merger will qualify be treated for U.S. federal United States Federal income Tax tax purposes as a “"reorganization” " within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”)Code. In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, WGM shall be entitled to receive and rely upon representations, warranties representations and covenants contained in the certificates of officers of Parentthe Company, the Parent and Merger Sub and the Company and any opinions of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth Israeli counsel described in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively5.17. Each such representation letter certificate shall be dated as of on or before the date of such opinionopinion and shall not have been withdrawn or modified.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) The the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent or any of its Subsidiaries, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of the Parent and Merger Sub contained set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and at and Effective Time as though made as of the Closing as though made at Effective Time (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such time (or, if made as of a specific date, at and as of such earlier date). (b) Each of Parent , except for any untrue or incorrect representation and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to havewarranty that, individually or in the aggregate, do not have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) each of the Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except when any non-performance or non-compliance does not have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) The no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (b) and (c) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent, the Acquisition Subsidiary or Media), (g), (i) and (k) of this Section 5.3 is satisfied in all respects; (f) the Company shall have received from Gottbetter & Partners, LLP, counsel to the Parent and the Acquisition Subsidiary, an opinion with respect to the matters set forth in Exhibit E attached hereto, addressed to the Company and dated as of the Closing Date; (g) the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall equal 7,500,000 shares, after giving effect to the Stock Split and the Share Contribution, but excluding (i) the shares of Parent Common Stock to be issued to investors in the Private Placement Offering, (ii) the Merger Shares, (iii) the Parent Options, (iv) the Parent Warrants, (v) warrants to purchase shares of Parent Common Stock to be issued to financial advisors in connection with the Private Placement Offering and (vi) the shares of Parent Common Stock to be issued upon conversion of the Convertible Notes; (h) Each of Gxxxxx Xxxxxxx and Exxx Xxxxx shall have entered into employment agreements mutually satisfactory to the Company, the Parent and to the respective employees; (i) the Parent shall have adopted the Parent Option Plan; (j) the Company shall have received a certificate of Parent, dated ’s transfer agent and registrar certifying that as of the Closing Date, signed by the chief executive officer and chief financial officer Date there are 23,700,000 shares of Parent Common Stock issued and outstanding (without giving effect to evidence satisfaction the 16,200,000 shares of Parent Common Stock to be retired in connection with the Split-Off, after which retirement there will be 7,500,000 shares of Parent Common Stock issued and outstanding); (k) the Parent’s Board of Directors shall be authorized to consist of five members; (l) contemporaneously with the closing of the conditions set forth in Section 7.03(a)Merger, (b) the Parent, Media and (c).the Buyer shall execute the Split-Off Agreement, which Split-Off is effective simultaneous with the Effective Time; (em) The the Parent shall have changed its name to such name as is acceptable to the Company; and (n) the Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of cooperate with the Parent Disclosure Letter and Section 6.19(b) of in connection with the Company Disclosure LetterPrivate Placement Offering, respectively. Each such representation letter shall including, without limitation, causing its outside counsel to issue a legal opinion as may be dated as of the date of such opinionrequired pursuant to that certain placement agency agreement that was executed in connection therewith.

Conditions to Obligations of the Company. The obligations obligation of the Company to effect consummate the Merger is also will be subject to the satisfaction fulfillment or waiver by the Company at or prior to the Effective Time Closing of the following additional conditions: (a) The representations Each representation and warranties warranty of each of the Parent and Merger Sub contained in this Agreement shall be is true and correct as of on the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), Effective time as though such representations and warranties were made at on such date (except those representations and as of such time (or, if made warranties that address matters only as of a specific date, at particular date will remain true and correct as of such date), except for such failures to be true any inaccuracies that have not had, and correct as would could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing. For purposes of this Section 7.3(a), the all representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall Article 5 qualified by "Parent Material Adverse Effect" or reference to "material" or "in all material respects" or like variations will not be true and correct as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date)deemed so qualified. (b) Each of the Parent and Merger Sub shall have has performed and complied in all material respects with all agreements, obligations and agreements contained in conditions required by this Agreement to be performed or complied with by it the Parent and Merger Sub on or prior to or on the Closing DateClosing. (c) The Parent will have furnished the Company with a certificate dated the Closing Date signed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer to the effect that the conditions set forth in Section 7.3(a) and (b) have been satisfied. (d) Since the date of this Agreement, there shall will not have been occurred or come into existence any change, event, occurrence, condition, change, development, state of facts or circumstance development that has had, or would could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect consummate the Merger is also transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver by the Company Company’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) The Other than the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true Section 4.01 and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoingSection 4.04, the representations and warranties of Parent and Merger Sub contained in Section 5.01this Agreement, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 the Ancillary Documents and Section 5.15 any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as though made at and as of such time date (or, if made except those representations and warranties that address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Parent and Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date). (b) Each of Parent and Merger Sub shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements contained in conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it them prior to or on the Closing Date. (c) Since the date of this Agreement, there No injunction or restraining order shall not have been issued by any eventGovernmental Authority, occurrenceand be in effect, condition, change, development, state of facts which restrains or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectprohibits any material transaction contemplated hereby. (d) The Company Parent shall have received a certificate of Parent, dated as delivered each of the Closing Date, signed by the chief executive officer and chief financial officer of Parent to evidence satisfaction of the conditions closing deliverables set forth in Section 7.03(a), (b) and (c2.03(b). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of the Company. The obligations of the Company to effect the Merger is also and to consummate the other transactions contemplated by this Agreement at and following the Closing are further subject to the satisfaction following conditions, any one or waiver more of which may be waived by the Company at or prior to the Effective Time of the following conditionsCompany: (a) The the representations and warranties of Parent and Merger Sub contained Subsidiary set forth in this Agreement (i) that are qualified as to a Parent Material Adverse Effect shall be true and correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein Date as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific on such date (other than representations and warranties that expressly relate to an earlier date, at and as of such date), except for such failures to which shall be true and correct as would of such earlier date), and (ii) that are not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 so qualified shall be true and correct as of the date of this Agreement and at and as of the Closing as though made at Date in all material respects (other than representations and warranties that expressly relate to an earlier date, which shall be true and correct in all material respects as of such time (or, if made as of a specific date, at and as of such earlier date)., except in the case of the representations and warranties referred to in this clause (ii) for any failure to be true and correct in all material respects that would not reasonably be expected to have a Parent Material Adverse Effect; (b) Each of Parent and Merger Sub Subsidiary shall have performed in all material respects all obligations and agreements contained in this Agreement required to be performed by them under this Agreement at or complied with by it prior to or on the Closing Date.Closing; and (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate signed on behalf of Parent, dated as of the Closing Date, signed Parent by the chief an executive officer and chief financial officer of Parent to evidence satisfaction of the effect that the conditions set forth provided in Section 7.03(a), Sections 7.3(a) and (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”)been satisfied. In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.<PAGE> 38

Conditions to Obligations of the Company. The obligations of the Company to effect issue and sell the Merger is also Concurrent Shares at the Closing and the Option Closing, if any, are subject to the satisfaction or waiver by the Company at or prior to the Effective Time of each of the following conditionsconditions precedent: (a) All conditions to the closing of the Public Offering as set forth in the underwriting agreement between the Company and the underwriters for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), shall have been satisfied or waived. (b) The representations and warranties of Parent Subscriber and Merger Sub the Advancing Party contained herein shall have been true and correct in this Agreement all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing and the Option Closing, if any, with the same effect as though such representations and warranties had been made on and as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or material adverse effect)the Option Closing, as though made at the case may be (except for representations and as of such time (or, if made warranties that speak as of a specific datedate or time other than the date of the Closing or the Option Closing, at as the case may be (which need only be true and correct in all respects as of such datedate or time)), except for other than, in all such cases, such failures to be true and and/or correct as would not in the aggregate reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect; provided that notwithstanding . Subscriber shall have delivered to the foregoing, the representations and warranties of Parent and Merger Sub contained in Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.13 and Section 5.15 shall be true and correct as of the date of this Agreement and Company at and as of the Closing as though made at and as of such time (orthe Option Closing, if made as of a specific dateany, at and as of such date). (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent, dated as of the Closing Date, signed by the chief executive an appropriate officer and chief financial officer of Parent to evidence satisfaction of the conditions set forth in Section 7.03(a), (b) and (c). (e) The Company shall have received an opinion from Xxxxxx & Xxxxxxx LLP, or if Xxxxxx & Xxxxxxx LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxxx Day, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) Company dated the date of the Parent Disclosure Letter Closing or the Option Closing, as the case may be, to such effect. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits consummation of the transactions contemplated hereby and Section 6.19(b) there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of to consummate the date of such opiniontransactions contemplated hereby or to issue the Concurrent Shares.